Karoon Energy Ltd ($KAR)

Well, good morning, ladies and gentlemen, and welcome to the 2026 Annual General Meeting for Karoon Energy Limited. My name is Peter Botten, and I am your Chair. Before we start, I've got a couple of housekeeping matters for those of you in the auditorium and it's great to see so many here. So thank you for that. Please ensure your mobile devices are now set to silent mode. In the unlikely event of an emergency, you should proceed down the stairs at the side of the room to exit the building while at all times following the direction of the Langham staff. I'm sure that won't happen, but please follow Langham staff down the stairs, and it's only 25 floors. For those attending in person today, shareholders and proxy holders entitled to vote should have received a blue admission and voting card on registration. Please retain that card until the close of the meeting. Nonvoting attendees will have received a yellow card and visitors a white card. If any shareholder or proxy holder entitled to vote has not received a blue card, please raise your hand and a Computershare representative will assist you. Everybody got the blues and the whites. Good. Thank you. Today's meeting is being held online via the Computershare meeting platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees can submit questions at any time. To do so, select the Q&A icon, type your question into the text box and press the send icon to submit. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we have received multiple questions on one topic, amalgamated together. To ask a question, please follow the instructions written below the broadcast. Voting today will be conducted by way of a poll on all items of business. I will shortly open the voting for all resolutions. If you are eligible to vote, once voting opens, select the vote icon and all resolutions will be activated with voting options. To cast your votes, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. I now declare voting open for all items of business. I am advised that there is a quorum of members and there are sufficient numbers present for a quorum. I, therefore, declare the meeting legally constituted and open. To provide you with enough time to vote, I now open the poll for resolutions 1 to 7. Before proceeding with formalities, I'd like to introduce the participants joining the meeting today. Firstly, the independent non-executive directors of your company. Peter Turnbull who is Chair of the People and Culture Committee and a member of the Audit Risk and Governance Committee; Ms. Joanne Palmer is Chair of the Audit, Risk and Governance Committee; Ms. Luciana Rachid is the Chair of Sustainability and Operational Risk Committee; and Mr. Fernando Borges, is a member of the Sustainability and Operational Risk Committee; Ms. Melissa Holzberger is a member of the People and Culture Committee. The remaining member of the Board is Carri Lockhart, who is Karoon's Chief Executive Officer and Managing Director. Also participating in the meeting today are Mr. Eric Williams, the Chief Financial Officer; Mr. Daniel Murnane, General Counsel and Company Secretary. I am chairing the meeting from the Langham Hotel. There are a number of other members of our management team here, too, who I encourage you to meet when -- at the end of the meeting, and you can engage and have a dialogue with our Carri's new management team. And I look forward to engaging with you at the end of the meeting as well. Our Senior Vice President of Communications and Investor Relations. Ms. Ann Diamant will moderate questions submitted during the meeting. Peter Render from our registry Computershare will also be supporting the meeting as returning officer and Peter is sitting in the second row from the back. Mr. Graeme McKenna of the company's auditors, PwC, is also present today. Ladies and gentlemen, as the notice of meeting has been made available to all shareholders. I will take them as read. As we progress through the meeting, first, we will have my chair's address followed by a presentation by the Chief Executive Officer and Managing Director, Ms. Carri Lockhart. We will then proceed to consider the formal resolutions as outlined in the notice of meeting. Now to my address. At last year's AGM, I outlined the key priorities that would guide Karoon's strategic transformation through 2025. Foremost among these was restoring a safe, reliable and predictable production base, a task that is now nearing completion. Alongside this, we set out to mature our organic growth portfolio, maintain disciplined capital management and ensure the long-term sustainability of our operations. I'm pleased to say that we're making strong and measurable progress across each of these priorities. Most importantly, Karoon delivered a total shareholder return of some 16% in 2025, combining share price appreciation and dividends paid during the year. While the ASX 200 Energy Index declined by 2%, Karoon's share price increased by 11% despite crude -- Brent crude falling 19% in the second half of the year. In addition, we paid dividends of AUD 0.074 per share. Our on-market buyback program also continued to create value. During the year, we acquired 43.5 million shares at an average price of $1.69 a share, materially below the current share price. Since the program began in 2024, we've repurchased approximately 12% of the shares on issue, significantly enhancing earnings per share. At present, the Board intends to continue the buyback program, subject, of course, to continuing market conditions, oil prices, the capital requirements of our strategic growth projects. We believe the program remains an effective use of capital, while our organic growth opportunities to continue to mature. At the end of March 2026, Karoon had net debt of USD 180 million and $283 million available under our Reserve-based Lending facility. We recognize that as a new bond market entrant in 2024, the cost of our bond debt carries a higher cost than our RBL facility and we continue to assess and review opportunities to optimize our capital structure. Another major milestone in 2025 with the successful relocation of our global headquarters from Melbourne to Houston. This decision was driven by operational challenges and employee impacts associated with managing a global business across significantly different time zones. Since the transition, we have already seen major improvements in efficiency, reduced duplication of roles and stronger collaboration between our Brazilian and U.S. operations. As part of this transition, Ms. Carri Lockhart was appointed our new Chief Executive and Managing Director in November 2025, succeeding Dr. Julian Fowles. Carri's extensive offshore operational expertise has already proven highly valuable as we execute the Baúna maintenance, revitalization and remediation projects and position the business for its next phase of growth. We also welcome Mr. Eric Williams as Chief Financial Officer, Mr. Mark Mick as Chief Commercial and Technical Officer, and Ms. Beth Radtke as Chief People Officer, and those good people are sitting on the front row. And as I say, I encourage you to meet them after the meeting. Together with Marcus Brummelhuis, EVP Brazil; and Daniel Murnane, our EVP, General Counsel and Company Secretary. Our new executive team is now complete and exceptionally well positioned for the future. Operationally, 2025 has been a pivotal year for Karoon. A major achievement was the acquisition of the Baúna FPSO in April 2025. Bringing this crucial piece of infrastructure under direct ownership has enabled us to accelerate maintenance and revitalization activities which are already delivering more consistent operating performance and improved efficiencies. Importantly, lower operating costs have extended the estimated Baúna field life by approximately 7 years allowing access to additional reserves and enhancing the long-term value of this asset. The final steps towards strengthening long-term operational performance is the transfer of the FPSO operatorship from the previous operator, Altera & Ocyan to Karoon. Following an extensive capability building program we recently received regulatory approval from the Brazilian authorities to proceed as previously we have disclosed to the ASX. Subject to final implementation steps, the transition is expected to occur on 1 June in a few days' time and represents a defining milestone in Karoon's evolution from explorer to producer and now to a fully integrated offshore operator. While Carri will discuss operations in greater detail shortly, I'd like to highlight our continued progress in safety performance. Despite the intensive maintenance and revitalization work program in 2025, Karoon recorded a significant improvement in personal safety outcomes across our operated assets. The Baúna project recorded only one restricted work case and no lost time injuries, while there were no Tier 1 or Tier 2 process safety incidents during the year. These results are pleasing for both management and the Board and reflect our strong commitment to continually improving safety performance. Oil markets remained volatile throughout 2025, influenced by increased supply from OPEC+, subdued global economic growth, geopolitical tensions and strategic stockpiling in China. Despite low average or lower average realized oil prices compared to 2024, Karoon's low-cost, high-margin production base continued to generate strong cash flow. As we move through 2026, volatility has again significantly intensified. The conflict in the Middle East and disruptions to regional energy infrastructure, shipping through the Strait of Hormuz are reminders of the fragility of global energy supply and systems and ongoing importance of reliable energy production. Karoon is fortunate to operate in world-class basins with generally stable and supportive jurisdictions. However, the recent introduction of an export tax in Brazil implemented without industry consultation is disappointing. We encourage the Brazilian government to remove this additional burden in a timely manner, particularly should oil prices normalize over the coming months. While recent increases in oil price reinforce the strategic value of Karoon's portfolio, we remain mindful that prices may also weaken materially in future periods. With approximately 93% of our production weighted towards oil and liquids will remain highly leveraged to oil prices. Accordingly, ongoing cost discipline and operational efficiency remain central to ensuring resilience across all market conditions. As outlined in our 2025 annual report documents, 2026 will be a year of 2 distinct halves shaped in part by the volatility of oil price. The first half of the year is capital intensive as we complete the Baúna FPSO operatorship transition, execute the planned maintenance shutdown and undertake a broader revitalization campaign. At Who Dat, the operator, LLOG, now a subsidiary of U.K. listed Harbour Energy, is progressing work to restore a significant proportion of production curtailed following a riser issue. Collectively, these activities if successful are expected to supply higher production levels and lower cost base from around mid 2026 onwards. At the same time, we continue to mature our organic growth portfolio to maximize the value of existing discoveries. The proposed Who Dat East development in the Gulf of America is advancing towards the mid 2026 investment decision. In Brazil, we are refining the development concept for the Neon opportunity to improve capital efficiency and better manage risk amid high volatility of oil price. We are also advancing regional geological understanding and prospectivity analysis across our new Brazilian acreage ahead of a potential farm down involving both our exploration portfolio and Neon. As we optimize our operations, sustainability remains integral to how we manage risk and create long-term value. In early 2025, we formally updated our climate commitments, targeting Net Zero for Scope 1 and 2 emissions by 2050 or sooner from our operated assets. The time frame aligns with broader industry realities and reflects a practical and achievable pathway. Operational improvements at Baúna delivered a 41% reduction in flaring during 2025. While we continued to offset 100% of Scope 1 emissions through the surrender of verified carbon credits. On the social front, we continue to strengthen our relationship with local communities through expanded community investment programs in Brazil. We remain on track to meet our target of contributing 0.1% of sales revenue to social projects in 2027. As highlighted at last year's AGM, Karoon's Board renewal process remains ongoing. We were very pleased to appoint Mr. Fernando Borges as an Independent Non-executive Director effective from 30th of March 2026. Fernando brings more than 4 decades of senior international oil and gas industry experience. And subject to his reelection today, we are confident where he will make a valuable contribution to Board deliberations. I would also like to thank again Mr. Tadeu Fraga who recently stepped down due to family and personal reasons. Tadeu made a very significant contribution to Karoon during his tenure. And on behalf of the Board, I thank him sincerely and wish him the very best for the future. As part of the natural process of board renewal and optimization, it's likely that additional Board transitions will occur over the next 12 to 18 months. This will ensure the Board continues to maintain the right mix of skills, experience and perspectives as Karoon evolves. In closing, Karoon is entering a new phase defined by greater operational control, stronger alignment and clear strategic focus. We have the asset base, financial capacity and leadership team required to deliver long-term shareholder value. On behalf of the Board, I'd like to thank our employees and contractors across Brazil, the United States and Australia for their commitment and hard work during a period of significant change and volatility. I'd also like to thank you, our shareholders, for your continuing support. I will now throw open the floor to questions. But first, before that, I'll hand over to our CEO, Carri Lockhart, to address the meeting. So over to you, Carri.

Thank you, Chair. It is a pleasure to be here today as Karoon's CEO and Managing Director. Joining Karoon has been an incredible opportunity, and I'm delighted to be working in the company with world-class assets and a clear vision for the future. The company does have an extremely talented and dedicated team, and I am focused on ensuring that we build on these solid foundations. I'll briefly touch on the 2025 performance before providing an update on each of our assets. The 2025 highlights demonstrate the underlying quality asset base, coupled with a disciplined and focused team. Consolidated production of 10.3 million barrels of oil equivalent was only marginally down from a record production achieved in 2024. This was driven by higher reliability of Baúna, partially offset by the natural decline at both Baúna and Who Dat. Sales revenue of USD 628.6 million was 19% lower than 2024 and this was due to the lower average realized prices, which was $67 per barrel at Baúna and $63 per barrel at Who Dat. We also had one fewer cargo from Baúna. With costs largely fixed, that revenue reduction flowed directly to underlying EBITDAX and operating cash flow, partially offset by royalty reductions and FPSO lease savings. The lease savings were a result of our purchase of the Baúna FPSO for USD 115 million in April, which, as Peter had mentioned, has provided us with strategic control of a critical asset. Karoon is a low cost operator, highly leveraged to oil prices with a production base of 93% liquids. In 2025, the unit production cost averaged USD 13.20 per barrel of oil equivalent, and our assets generated gross margins of 66%. The average breakeven in 2025 was around $31 per barrel equivalent, which is globally very competitive and much lower than a marginal barrel found in many asset basins across the world. This low breakeven cost structure provides us with the resilience and enables continued cash flow generation even in lower pricing scenarios when coupled with disciplined approach to capital. This will result in a strong balance sheet. The strong balance sheet shown in the chart at the end of March 2026, our net debt position was USD 181 million reflecting the capital investment program at Baúna, which is now reaching completion. Liquidity at the end of March was just over USD 450 million from our cash on hand and our undrawn reserve-based lending credit facility. So our robust balance sheet will support our near-term project deliveries and will provide shareholder returns as outlined in our capital allocation framework. In 2025, we achieved substantial improvement in both personal and process safety, which are core to how we run our business. And in essence, this is our license to operate. We ended 2025 with 0 lost time injuries, 0 severity process safety events and a total injury rate of 0.16, down materially from 0.77 the previous year. In addition to the strong safety performance in 2025, we reduced our flaring by 41% and reduced Scope 1 and Scope 2 emissions by 9.5%, which is compared to the 2024, which was driven by Baúna FPSO reliability enhancement. 100% of the 2024 Scope 1 and 2 emissions were offset in 2025 by surrendering independently verified carbon units. And we are aiming to offset 100% of the 2025 emissions by midyear 2026. I am passionate about taking personal responsibility for safety of our people and assets. And excellence just doesn't happen, it takes relentless effort and focus. Unfortunately, in 2026 to date, we've experienced 4 high potential safety incidences to which relate to dropped objects and 3 Tier 2 process safety events due to the FPSO integrity failures. This is just not acceptable. Our focus is firmly on reinforcing the under our leadership, my leadership, safety and process safety management are our highest priority. We will remain uncompromising on our objective of delivering 0 injuries every day, minimizing our environmental impact, were practical and cost-effective and being a positive supporter to the communities in which we work and operate. Karoon's 2P reserves increased 7% year-on-year, primarily due to the conversion of the Baúna 2C to 2P as acquiring the FPSO and reducing operating cost has given us the confidence in being able to produce until the late 2030s. As a result, reserve life was extended to 7.1 years as previously announced to the ASX. Importantly, our 3-year rolling reserve replacements is 160% primarily reflecting the Who Dat acquisition and the 7-year extension of the Baúna field life. 2C contingent resources increased 34%, driven by an upgrade in the Neon resource based on improved reservoir characterization and the acquisition of licenses containing the Piracucá field. This provides substantial potential upside if these resources can be commercialized. And as Peter mentioned, producing -- purchasing the Baúna FPSO was essential to ensuring a more reliable and predictable production from the field. As part of this journey, we have been focused on executing a range of critical maintenance and upgrades to our activities aimed at achieving the FPSO efficiency between 90% and 95%. Based on the work completed to date, the FPSO efficiency has improved from 84.5% in 2024 to 95.1% in 2025 and 96% last quarter. We are currently nearing completion of intensive FPSO maintenance and revitalization campaign, which commenced in February. At its peak, we had more than 700 people working offshore on the FPSO and well operations where we normally have about 95. On completion of the campaign, which we expect around midyear, we will have replaced 100 tons of pipe and other structures, painted over 20,000 square meters of real estate, we've replaced the header system and performed underwater hull inspections. This work is essential for operational safety, reliability and as an investments aimed to sustain the asset through the late 2030s. Some of this work scope required a full shutdown of the facility. The 28-day shutdown known as a turnaround was completed safely, on time and is expected to be within budgets. Production resumed on May 14, and we are currently producing approximately 11,500 barrels of oil per day. Now this excludes the production from the SPS-92 well which is currently shut in as we execute an intervention to replace the electric submersible pump that partially failed last year. We expect the SPS-92 to be back online about midyear. The next operation ongoing is the planned recovery and reconnection of the PRA-2 well umbilical, which is expected to take place in early Q3. We anticipate that subject to the success of both the SPS-92 and the PRA-2 well will restore an additional 9,000 to 10,000 barrels of oil a day to Baúna daily production. Moving on to Who Dat. Who Dat continues to provide crude at Karoon with a diversified source of production, which is low-cost, high-margin and low-carbon emissions. Unfortunately, we did experience an unplanned event in February, 1 of 6 production risers developed a minor leak, curtailing approximately 15,000 barrels of oil equivalent today of gross production. Work to restore 55% to 75% of that curtailed production by diverting the hydrocarbons through the other E-manifold flowline and riser and through optimization is currently targeted to be completed around midyear pending technical reviews and regulatory approval. The remainder of the planned production to be restored in the second half of 2027 once we've manufactured a riser and contracted the necessary equipment and services. Two infill wells, both sidetracks from existing production well bores are planned for 2026. If successful, these 2 sidetracks should help offset a large proportion of production deferred through the riser issue. First, the A1 sidetrack is in the process of being completed and will be brought online in the next few weeks. The JV has accelerated a second sidetrack of the G1 well from 2027 into the second half of this year. And subject to final reviews and approvals, this well could be contributing to production from fourth quarter onwards. As previously mentioned by Peter, 2026 is the tale of 2 halves. The vast majority of our 2026 capital exposure, including -- expenditures, including the flotel campaign, is concentrating in the first half of the year. Around midyear, we expect the Baúna FPSO operatorship transition to be complete. The SPS-92 and PRA-2 wells to be back on line and the Who Dat riser curtailment to be partially remedied. The A1 sidetrack at Who Dat is expected online in the second quarter. And if approved by the JV, the second sidetrack G1 in the fourth quarter. So as a result of all of this work, we've materially -- we expect actual materially higher cash flow in the second half compared to the first half, subject to oil prices and our production and actual capital expenditure. With less capital going out and more production coming in, we expect this to represent a major inflection point for Karoon. Now moving forward to the potential growth in offshore assets. Some of them are most valuable accretive projects are those that are near infrastructure that can be drilled and produced using existing infrastructure. We're going to continue to target this near infrastructure infill opportunities at Who Dat and we'll be seeking similar opportunities at Baúna by undertaking a comprehensive subsurface data review supported by AI. We have a robust pipeline of organic growth, both discovered resource and prospective exploration acreage. This includes Neon in the Santos Basin with 2C contingent resources of 90 million barrels and nearly 47 million barrels in structures nearby. At year-end, we exited a competitive process for acquiring a large FPSO due to a material change in the purchase price. This was an informed and disciplined decision due to inflating capital exposures. Since then, we've been reassessing the development concept to optimize the capital efficiency and reduce risks and we are engaging with other FPSO providers for a fit-for-purpose solution. We've pulled back since then on the farm-down process that was started last year, and so we have further matured and revised the optimized development concept. This work will continue over the coming months. In the U.S. the Who Dat JV expects to consider a final investment decision on the Who Dat East around mid-2026, which if sanctioned, will deliver production early starting 2028. In addition, we have approved seismic reprocessing and the purchase campaign to enhance the visibility of bypassed pay and attic oil opportunities for potential future tieback and reservoir delineation at Who Dat South. Karoon has built a substantial acreage position of over 7,300 square kilometers in the deep South Santos Basin located approximately 60 kilometers southeast of Baúna. We believe this area has an active working petroleum system supported potential post-salt tertiary oil play. Although it is untested and unproven, our work to date has defined a number of prospect leads which, if successful, are potentially significant. Technical work is ongoing to mature these prospects, including the Eta Front prospect located in S-M-1482. We're currently packaging information for a data room ahead of a potential farm down of this exciting exploration acreage. Over the past 6 months, I've seen improved collaboration, process improvements, renewed energy around the team, all foundational for continuous improvement culture, and we're going to continue to build on this throughout the year. In addition, we'll be undertaking a strategic refresh over a multiyear forecast planning period to shape how we maximize long-term shareholder returns. We're targeting June 1 for the operatorship handover in the Baúna FPSO. And once completed, we will focus on further optimization of operational and cost. This includes conducting a study to identify potential areas of cost reductions and synergies post the FPSO acquisition. We believe there's an opportunity for asset performance and predictability improvements by integrating the FPSO topside and the reservoir data, which is another potential enhancement enabled by the FPSO acquisition. In addition, we have already began planning and structuring how we might integrate AI into our workflows, including production and injection optimization, equipment performance and maintenance, subsurface data integration for use in evaluating opportunities nearby our existing infrastructure. Finally, we're focusing on company culture, talent development and our staff and overall succession planning. Karoon's framework for capital allocation and its disciplined approach for spending remains unchanged. Our highest priority is assuring safe, reliable operations, optimizing production and liquidity and a strong balance sheet. Remaining cash is then allocated towards value-accretive growth opportunities and capital returns to shareholders, whichever generates the highest returns. We don't envision any change in this prioritization going forward as we strongly believe this balanced approach to capital allocation will create most value accretion for shareholders. So in summary, Karoon is a compelling and resilient company. In 2025, we secured a strategic asset, the Baúna FPSO and improved our operational and safety performance and we closed out the year with strong balance sheet and shareholder returns. In 2026, we're building on this. I believe Karoon's fundamentals are excellent and the operational environment is currently in our favor. By the second half of this year, subject to the success of the work programs outlined, we aim to have reestablished a predictable reliable production platform, a highly competitive cost base. From that foundation, we will remain disciplined and continue to mature and execute our strategic growth prospects creating shareholder value and value in the communities where we operate. I would like to acknowledge the entire Karoon team, our contractors, directors, you, our shareholders, for the hard work and support over the year. Thank you for your attention, and I will now hand this back to Peter.

Thanks, Carri. Ladies and gentlemen, we now move to the formal business of the meeting. As I mentioned earlier, voting is open on Resolutions 1 to 7, inclusive. I remind you that you have the ability to change your vote up until the time I declare voting closed. Proxies have been received from 366 shareholders, representing over 485 million ordinary votes being some 68.33% of Karoon's issued share capital. As we proceed through each resolution, the proxy votes for that resolution will be shown on your screen. I propose to vote all undirected open proxies given to the Chair of the meeting in favor of Resolutions 1 to 7. Results of the polls will be available after the close of the meeting and will be announced on the ASX and posted on the company's website. I appoint Peter Renda of Computershare, Investor Services as poll scrutineer. I will now formally put the resolutions to the meeting. The first agenda item relates to the election of Mr. Fernando Borges as a Director. To consider, and if thought fit, to pass the following resolution as an ordinary resolution that Fernando Borges, who was appointed by the Board of Directors of the company on the 30th of March 2026, pursuant to Paragraph 11.11 of the constitution and who retires in accordance with paragraph 11.12 of the constitution is eligible, offers himself for election, be elected as a Director of the company with immediate effect. Mr. Borges was appointed by the Board as a non-independent -- as an Independent Non-executive Director of the company on the 30th of March 2026, pursuant to the constitution, which allows the board to appoint a director to fill a casual vacancy or appoint a director as an additional director to the Board. Mr. Borges retires in accordance with the constitution and being eligible offers himself for election as an independent non-executive director. The board, excluding Mr. Borges unanimously supports the election of Mr. Fernando Borges as a Director. In accordance with the company's constitution, Mr. Fernando Borges is seeking election as a Director at this meeting. And I'll now ask Fernando to address the meeting.

Good morning, ladies and gentlemen. My name is Fernando Borges, and I am honored to extend for election as a Non-executive Director of Karoon Energy. I would like to briefly explain why I believe my experience is relevant to Karoon and how I hope to contribute to the Board on behalf of the shareholders. Over the course of my career, I have built extensive experience across the upstream oil and gas sector, primarily through leadership roles at Petrobras, the Brazilian state oil company, and through industry engagement with the Brazilian Petroleum Institute, IBP. My background combines 3 areas that I believe are highly relevant to Karoon. First, exploration portfolio assessment and project selection. In our industry, value creation starts with disciplined technical judgment and capital allocation. Over many years, I have been involved in evaluating exploratory opportunities, develop options and reservoir potential, always with a strong focus on risk, value and strategic fit. Second, offshore field development and reservoir management. A major part of my career was dedicated to production development, subsurface evaluation, reserves and reservoir understanding and the integration of technical disciplines needed to support offshore assets. For a company like Karoon where field performance, development sequencing and capital discipline matters greatly. I believe this experience can be directly useful in Board discussions. Third, institutional and strategic perspective. Through my time in IBP, which was 6 years on that, and institutional relation at Petrobras for the whole company, I developed a broad view of the industry environment in Brazil, include regulatory dynamics, stakeholder engagement and the interaction between companies and government authorities. I believe that broader perspective can also be valuable to Karoon. Why does this matter? Because Karoon's future value will depend not only on current production but also in the quality of its decision around project prioritization, exploration maturity, development time, reservoir management and disciplined capital allocation. I believe I can contribute particularly to develop the Karoon project portfolio, especially of the exploration opportunities in Santos Basin and production development around Baúna. In effect, I would serve as an independent non-director, my role would be to support management, but also to challenge constructively to bring technical and strategic perspective to board deliberations, to test assumptions and to help the Board make decisions that are robust technical commercially and in the best interest of shareholders. I'm not joining the Board to manage the company. I am seeking to help the Board make better decisions, particularly where upstream technical complexity, project risk and loan cycle capital allocation requires discipline and experience. I also understand the importance of governance, accountability and shareholder governance. Good board create well by improving the quality of oversight churn and decision making. I believe my career has given me the technical depth, the strategic perspective and the industry context to make a meaningful contribution to Karoon at the stage of its development today. Thank you for your time. Thank you for your consideration. And I respectfully ask you for your support.

Thank you, Fernando. Details of proxies received for this resolution are up on the screen. Of the proxies received, 97.71% are for the resolution and 2.2% against with 0.09% classified as other. Do we have any questions from the floor on this resolution?

Good morning, Mr. Chairman. My name is [indiscernible] this is not particularly -- sorry. So my question is not particularly addressed to Mr. Borges. But a general question with respect to your skills matrix in your governance report. One of the few things that shareholders can actually vote on is the incoming and reelection of directors. And so we look for more detail in the skills matrix to tell us what particular skills they have? Is this edited? Or is this basically something that's independently audited by the human relations specialists and so on. And I'd have to say looking at Karoon's skills matrix, it's very elementary. Pretty well, all the directors have all the skills, according to your own metrics. And it's not clear that this wasn't something that was given to people to take over for the weekend and sign and bring back the next day. So what we'd encourage you to do is draw out the skill level of each of the directors, not just aggregated and basically have it independently audited. And look, one of the examples you might look at as one of your peers, which is Woodside, which has of the 10-or-so skills that they rate on their skills matrix. They only have 1 skill that all directors are deemed to have whereas yours 7 out of the 10 skills are deemed to be held by all directors at the highest level. So not at all to impune what skills you have got, but it kind of leaves us in the dark about how to vote on these things with respect.

No, thank you. Thank you for your comments. Look, I think there is always an opportunity to improve and to provide greater transparency. There is a comprehensive program and far more detail that we have internally to analyze the skills of our directors and the skills that we need as the company evolves. I think we'll genuinely look at how we portray this for next year. As I say, it's a comprehensive piece of work that we do, do. And I have absolutely no issue at all in being as transparent as we can reasonably be around demonstrating and showing the skills that we have around our Board table. Are there any other questions? Moderator, do we have any questions online relating to this resolution?

No, there are no questions online.

And do we have any questions on the phones?

There are no questions via the phone lines.

Well, thank you. As there are no more questions, the resolution on the screen is now put to the meeting. So please, if you want to vote accordingly, please vote. The second item relates to the reelection of Ms. Melissa Holzberger as a Director. And to consider and if thought fit to pass the following resolution as an ordinary resolution that Melissa Holzberger, who retires for the purposes of Listing Rule 14.4 and paragraph 11.6 of the Constitution and who being eligible, offers herself for reelection, be reelected as a Director of the company with immediate effect. Ms. Holzberger was appointed to the Board as an Independent Non-Executive Director on the 19th of April 2024. The Board, excluding Ms. Holzberger unanimously supports the reelection of Ms. Holzberger as a Director of the company. In accordance with the ASX listing rules and the company's constitution, Ms. Holzberger is seeking reelection as a Director at this meeting. I now invite Ms. Holzberger to address the meeting.

Thank you, Chairman. Good morning, shareholders and colleagues. I'm grateful for the opportunity to address you today and honored once again to be considered for reelection to the Board of Karoon Energy. We're operating in an environment where energy security has risen to the top of the geopolitical agenda, where allied supply chains are being actively reconfigured and where the long-term case for well-governed independent oil producers has never been stronger. I'm genuinely optimistic about the outlook for this sector and about Karoon's position within it. The company holds high-quality producing assets in 2 of the Western Hemisphere's most significant oil provinces and is well placed to benefit from the structural forces now shaping global energy markets. I bring to this Board more than 2 decades of experience at the intersection of law, governance and international energy -- the international energy industry. Across private practice and in-house legal roles with multinational and Australian companies. My expertise is grounded in Energy and Resources law, spanning across areas such as project development, operations, joint ventures, regulatory affairs, stakeholder relations and environmental social governance areas. Is this experience forged through commodity cycles, regulatory shifts, geopolitical disruption and major project risk, and this experience is directly relevant to the challenges and opportunity that Karoon faces today. Over 13 years of Board service across listed private government and not-for-profit entities, I've chaired various committees spanning audit, risk, remuneration, governance, and sustainability. And it's that breadth across those areas that I'm able to engage substantially across the full governance agenda. I currently serve as a Non-executive Director of listed investment company Argo Investments, and I'm a member of the Australian Federal Government Radiation and Nuclear Safety Agency Advisory Board. And their roles that keep me thinking -- keep my thinking on capital discipline and regulatory complexity current and tested. Throughout my career, I've seen what strong governance delivers and what its absence costs. I bring that perspective to every discussion on this Board with objectivity, rigor and integrity and an unwavering commitment to the interest of this company and its shareholders. It's on that basis, I seek your continued support today. Thank you.

Thank you, Melissa. Details of proxies received for the resolution to elect Ms. Holzberger are up on the screen. Of the proxies received, 97.62% are for the resolution, 2.28% against with 0.01% categorized as other. Do we have any questions from the floor on this resolution? It doesn't appear to be. Moderator, do we have any questions online relating to this resolution?

There are no questions online.

And do we have any questions on the phone?

There are no questions via the phone lines.

Thanks. Well, as there are no questions, the resolution on the screen is now put to the meeting. So please vote accordingly. The third agenda item relates to the reelection of Ms. Joanne Palmer as a Director. To consider and if thought fit to pass the following resolution as an ordinary resolution that Joanne Palmer, who retires for the purpose of Listing Rule 14.4 and Paragraph 11.6 of the constitution and who being eligible, offers herself for reelection, be reelected as a Director of the company with immediate effect. Ms. Palmer was appointed to the Board as an Independent Non-Executive Director on the 19th of April 2024. The Board, excluding Ms. Palmer unanimously supports the reelection of Ms. Palmer as a Director of the company. In accordance with the ASX listing rule in the company's constitution, Ms. Palmer is seeking reelection as a director at this meeting. And I now invite Joanne to address the meeting. Gets further and further to walk, isn't it?

Good morning, everyone, and thank you, Peter, and thank you to the Board and shareholders for the trust placed in me over the last 2 years. I'm honored to stand for reelection to the Karoon Energy Board. When I joined the company in April 2024, the company was navigating a period of transition following the acquisition of Who Dat and the recent issue of the bond on or around my appointment date. And the development of a strong capital allocation culture. Since then, I have been proud to work alongside my fellow directors and management to guide the strategic decision-making during what in more recent times, has been a volatile market. By way of background, I'm a chartered accountant with over 29 years experience across audit, capital markets, M&A and corporate advisory in the global resources sector. My career has span roles with Ernst & Young in London and Perth alongside board positions in listed resource companies. I currently serve as a Non-exec Director of St. Barbara, Boss Energy and New Murchison Gold. And if reelected, I'll continue to apply focus and oversight on value realization, disciplined execution to short-, medium- and longer-term goals in a sector defined by both opportunity and volatility. I remain committed to the role to serving you, our shareholders and working constructively with the Board and the new executive team through Karoon's next phase of delivery and growth. Thank you again for your confidence, and I respectfully ask for your support in my reelection.

Thanks, Joanne. Details of the proxies received for the resolution to elect Ms. Palmer are up on the screen. Of the proxies received, 95.82% are for the resolution and 4.09% against with 0.09% classified as others. Do we have any questions from the floor on this resolution? No. Moderator, do we have any questions online relating to this resolution?

No, there are no questions online.

And do we have any questions on the phone?

There are no questions via the phone lines.

Thank you. Well, as there are no questions, the resolution on the screen is now put to the meeting. Thank you. The fourth item on the agenda relates to consideration of Karoon's Annual Financial Report. While no resolution is required to be put forward to shareholders through this agenda item, shareholders should consider these documents and raise any queries they may have. Shareholders are now provided the opportunity to ask questions regarding the financial statements and reports, the operations and the management of the company. All questions to the auditor in respect of the audit report. Mr. Graeme McKenna representing the company's external auditor, PwC Australia is available today to respond to any questions in relation to the conduct of the audit and the preparation and content of the auditor's report. So ladies and gentlemen, it's your opportunity now to ask us as a Board and relevant managers, executive within the organization. Questions about the company and its operations. Do we have any questions? Yes.

Sorry, [indiscernible]

Mike just -- there's a mic for you, Mike.

Thank you. I forgot to congratulate you on retaining the hybrid format for these meetings. They're very important for shareholders to be able to access your meeting. Look, a couple of questions, if that's all right. One is on the longer-term impact of the war in Iran. We're all very grateful for the bump in share price that this seems to have delivered in the last little while, but of course, that brings with it its concerns. And there are some commentators predicting a change of momentum in investment towards renewables and perhaps a slight increase in the decline in the industry for the extraction of materials. So I'd be interested in your view on that. And if I could ask a second one, if that's -- or would you like me to queue them up?

Perhaps, I'm worried about not addressing the first question, address your -- before I address the second one. So let me address that first one and contextualize a little bit. When we started the year prior to the 28th of February, the outlook for the oil and gas -- or the outlook for oil price and by relationship at gas pricing, was quite soft for 2026 into 2027. So our framing of what we were doing and how we were doing it was very much driven by an outlook of oversupply on the oil side and a soft oil price probably at $60 to $65 and probably going down. Obviously, the events of the 28th of February fundamentally changed that outlook. And we've seen highly volatile oil prices depending on what statement Donald Trump may or may not make on any given day or at 2:00 in the morning on his social media account. What I think it has highlighted is that the dependence of the world on hydrocarbons, oil and gas and all the related products that come from it have been, I think, emphasized to the world that it's not just about petrol and diesel and maybe avgas. It's all about plastics, it's about all the byproducts that come from hydrocarbons. And the dependency of the world, especially the developing world in -- on hydrocarbons and access to it has obviously been, I think, as I say, emphasized. The outlook for hydrocarbon production over the next 25-or-so years. There are a number of scenarios and range of production and outlooks, all of which undoubtedly will be wrong. But I have a belief that hydrocarbons will play a significant role right out past 2050. And the -- whether it be a slightly different balance of gas versus oil, fundamentally, hydrocarbons will still be a significant part of the energy mix, I think, well past into -- past 2050. How much? Some people would say, I think the IEAs most likely outcome is still that oil will be produced between 90 million and 100 million barrels a day, and we're presently producing circa that number now. I don't think it will fundamentally change and gas will be likely go up. So although renewables will have an impact, especially in the developed world, I don't believe that it's anything like a forgone conclusion that hydrocarbons will be dramatically different 25 years' time. I'm not quite sure whether I'll care apart from my kids, but whatever that prediction is, I'm sure I'll be wrong. Second question. If I answered the first one.

You did answer the first. Thank you very much. I think that will give most shareholders some comfort going forward. The second one really is about the relocation of Houston. This was a fairly major move. And you had forecasted there would be some synergies. How are you seeing anything so far? Progress to date?

Well, I'll go to that straight off, and I'll probably then pass it to Carri, so I'll give you a couple of minutes to prepare your thoughts, albeit I know you don't need that time. Look, I suppose first off, our business is in Brazil and to some degree in the U.S. It's not now in Australia. It used to be in the past with Karoon. Fundamentally, when you look at the efficiency of running a business in South America and the U.S. from Melbourne, Melbourne is a lovely spot, but it's not the place to run business across that sort of time zone. And the pressures and stresses and strains that it put on our management team to try and do that for a number of years, was wearing -- and frankly, for -- it was unsustainable. Our people were working 18 hours a day across the time zones, getting up early, staying up late and managing their time across a very long distance. That became very taxing on our people on both sides of that equation from the U.S., Brazil and in Australia, and it was unsustainable. For the good of our own people, it was unsustainable. And frankly, it also led to inefficient and quite challenging decision-making. So we needed to change. And we took the opportunity to also refresh our management team to bring in key people who had very, very strong operational experience and could apply themselves into our new operating environment as operator of the FPSO. And in conjunction with some augmentation of people in Brazil, we were able to access some top quality management who are perfectly experienced and have abilities that are directly applicable to our business evolution. So that was the reason. It comes with some different cost base, but it also comes with Qantas getting a lot less travel and an efficiency of decision-making and team building that is far, far more efficient and allows our management team to now develop into a high-performing team, which was deeply challenging under the old regime. Carri?

Yes. Thank you. That was a great question. And I think Peter answered it well. What I've seen is absolute improvement in collaboration and integrated decision-making. And I think it's always helpful when you have the visibility of the leader sitting right next door to the office of the individuals that are doing the work. The other thing that I've seen is how we utilize the epicenter of global deepwater development expertise that we have in Houston, Texas and bringing the ability to bring consultants and contractors and people that understand project development better than anyone together in how we commercialize and facilitate concepts for projects such as Neon. So hands down. I have seen the benefits of doing this. And I think we're just touching the iceberg as we come together as a new executive team here, integrate fully with our operations, both U.S., Brazil and our team that will be -- continue to stay here in Australia. I do think we will see ongoing benefits and as we go through our strategy refresh this summer, we will be putting additional action plans together to take advantage of the colocation in terms of people development and how we utilize the resources to enhance efficiencies of the company.

I should also add. Thank you, Carri. I should add to that, that we recognize that a very substantial portion of our shareholding base remains in Australia. And we have no intent to change that or change our listing but because we have so many loyal Australian shareholders, we will also continue to spend as much time as we can in servicing that group and ensure that our contact and both Board and management level will remain very active in servicing a large percentage of our shareholder base. Are there any more questions?

Good morning, Jeffrey, shareholder. Thank you so much for your detailed operational information and also for a dividend for a long suffering shareholder. Just a question about who you sell products to oil and gas, who you're marketing to? Because I was thinking about the geopolitical change and like Albanesi, our Prime Minister running around looking for oil and gas supplies. I didn't really hear much information about that. I'm just curious about where you sell your products to?

Yes. We're our oil price is based on Brent oil price. So you sometimes see that on the TV. So I always take yourself on that. Carri, you can talk where we sell to and we sell through Shell primarily, but over to you.

Yes. Thank you. So our offshore U.S., which is about 25% of our crude oil production is sold directly through pipeline to the U.S. Gulf Coast refinery base. The Baúna production is sold via cargoes to global markets. And the nice thing about both assets, this quality crude is very high and highly demanded by refineries across the world. So a good portion right now of the Baúna cargoes have been headed towards Europe, but we can sell to any market globally.

Fred?

Fred Ward, a shareholder. I have a question to Carri. I heard in your speech, something I may have missed before, you said that the company was well down the road of buying an FPSO for Neon, I've not heard that before. Interested and you said we showed commendable discipline in walking away from that. Interested to hear more about that because I don't think it's been spoken about before that we were down that road.

Under the prior concept that we were working on, we were in a competitive bid round to look and to purchase an FPSO for that as part of the project management, FID process. And that was mentioned this winter or this past winter when I first came on that we did pull out of that process because of the increasing costs. And it was very deliberate and an intentional decision, hard decision to be made because it does push the FID out, and it does put that project at risk. But it was absolutely the right thing to do to add discipline to the project and to review it with the goals of capital efficiency, maximizing our capital efficiency and minimizing our residual risk on the downside. And so we are undertaking a comprehensive fulsome review of the various options that we have ongoing for Neon and hands down as we continue to mature these, I do believe this will be a much more robust and better project that fits Karoon in a better and more disciplined way as we continue to mature these various options moving forward. So yes, you are correct. We were in a competitive process. Now whether we would have won that or not, it's a competitive market, but we made the decision not to move forward with that. And now it's about the fit-for-purpose vessel for this concept for this project.

I should also say that one of the reasons we didn't move forward with that apart from price, would be actually we don't think that it was necessarily the right concept. So we had to at least be in a process to understand what the pricing structure was and what the capacity of the FPSO was if we wanted to move forward. All the potential families need to know what exactly the project would look like before committing. And frankly, we pulled that relatively early in the piece because we did not think the concept was exactly right. And certainly, the price and shape of that FPSO wasn't going to work. So it was part of the project evaluation process, which I think is extremely normal.

My name is Anthony, I'm a shareholder. In the annual report, it mentions that the reserves proven and probable. You go to a third-party reviewer to get their input. And every 3 years, they do a more detailed review. The reserve upgrades that you've announced recently, are they in line with the third-party reviewers' reserve updates? Or are you more conservative? Or are they more conservative?

They're in line. We would -- every year, when we have our reserves, we do a thorough review and they need to be within tolerance of our third-party auditors and third-party companies that do this for us.

And just a follow-up question for our new CEO. I know you're only recently joined Karoon, but I'm curious what's your idea of success, say, over the next 5 years for Karoon? Where would you like to take Karoon and what would be your successful outcome?

That's a fantastic question. So let me step back and share why I joined Karoon. First and foremost, it's a company that has world-class assets. Your asset base is the foundation of any good company. Second of all, it had a strong balance sheet. And third of all, it has a growth profile and opportunities for the future. I didn't join the company just to sit and write a decline curve. I joined the company to create value, to create value for the shareholders, to create value for the industry and to grow. So what does success look like? First and foremost, having a very focused, disciplined and safe operation. Having a world-class, high-performing team that is able to manage these assets in a good way and having success on these growth opportunities, continuing to mature them in a good way and get these over the finish line and to deliver on the objectives of continued shareholder growth and shareholder -- share price accretion. So that's what I -- will see a success over the coming years.

Thanks. Does that cover? Thanks. Any further questions from the floor? Do we have any questions online?

Yes. We have a question from [ Mrs. Anita Hangirani ]. How does the Board prioritize between funding high-risk growth projects like Neon, pursuing further acquisitions and increasing shareholder returns? And what explicit decision framework governs that trade-off?

Well, I think we've published and had in place for the last 2 years a really detailed capital management priority, which we apply rigorously to all our investments. We look at -- we have operations that need to be run safely and sustainably. We have existing opportunities within that framework, which allows us to optimize and do what we did with Baúna to drive value. We provide a balance with dividends on a prescribed formula of profitability. And I'm pleased to say higher oil price and higher production means that an opportunity to get a bigger dividend, subject to, obviously, what the oil price might do, which comes back to the earlier question. I think the oil price outlook right now is actually pretty strong and will remain reasonably strong through 2027. Even if the Strait of Hormuz opens tomorrow, it will be a while before production comes back to a supply-demand type impact on pricing. The reality is that we also do share buybacks because we think the shares remain undervalued and it's a good return for our business. So each investment we make has an expectation of a high return, and we benchmark where we spend our dollars against that return expectation. Sometimes we will risk some of that money in exploration, for instance. Sometimes, we manage that risk by looking to farm down and for things like Neon and for our exploration portfolio in the South Santos Basin. The risks, we believe are appropriately mitigated by having somebody else fund some or all of that investment and us maintaining an ability and our balance sheet strength for other things. So apply -- we apply a rigorous capital management policy, which we have for the last few years, which has seen dividends paid and share buybacks done as well as judicious investment to drive value in our core business.

Thanks, Chair. There are no further questions online.

Okay. Anything on the phone?

There are no questions via the phone lines.

Okay. Well, thank you. I'm sure we will all be around post the meeting. So please snaffle us over a coffee or something if you have any further questions, pleasure to answer them. Okay. We will now move on to item 5, adoption of the remuneration report. A vote on this resolution is advisory only and does not bind the company or its directors. However, the Board will take into consideration the outcome of the vote when reviewing Karoon's remuneration practices and related policies. So to consider and if thought fit to pass the following resolution as a nonbinding advisory resolution that for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the calendar year ended 31 December 2025 as contained within the directors' report be adopted. I will speak very briefly regarding the company's overriding aim in terms of remuneration being to ensure that executive performance and outcomes are as aligned as possibly been with the company's shareholders and particularly those of our shareholders. As outlined in Carri's and my earlier addresses, Karoon made significant advances towards these objectives during CY '24, responding to shareholders' concerns at the last Annual General Meeting. The reward structure for key management personnel, KMP includes a fixed salary, a short-term incentive over 1 year and a long-term incentive over 3 years. KMPs must maintain a shareholding in Karoon equal to 50% of their first year's after-tax remuneration within 3 years of their appointment. The details of the CY '24 remuneration outcomes are set out in the remuneration section of the annual report. The non-executive directors support the adoption of the remuneration report. This resolution is subject to voting exclusions as set out in Section 5 in the explanatory memorandum. Details of proxies received for this resolution are up on the screen. Of the proxies received, 95.94% are for the resolution and 3.96% against with 0.1% classified as others. Do we have any questions from the floor on this resolution?

Thank you, Mr. Chair. Look, first of all, we'd like to congratulate the new CEO on her appointment. And we'd quite like to actually employ her as a consultant in negotiating pay increases because she's done a fantastic job in doing that particular job. Look, I wouldn't be doing my role as a monitor for the Australian Shareholders' Association, if I didn't raise the point. But the remuneration has changed dramatically. It's shocked us that what happens in the American payment business, but the payer is now more than double what the outgoing CEO had from about -- if my calculations are right from about $2.4 million maximum to about $5.8 million through a range of things, including an additional stretch target bonus. So really, my question is that can the Chair give us confidence that this will actually result in improved business. Now you have partly with that with your previous question, so please don't go over what you just said. But I mean my job as a shareholder representative is to actually raise.

Totally understand. I suppose one of the implications of moving to the U.S. and wishing to, I suppose, put in place management team and take the opportunity to put in place a management team with the relevant skills, we believe are set for to drive value in the organization. Meant that we did move a lot of our people or we looked to employ people in the U.S. against a different market. And frankly, the Board took a view, it's like trying to thread a needle because it's extremely tough to as an ASX company to get the balance right, frankly, between what we have to pay by accepting the fact that we are employing U.S. people with a different U.S. market, and actually still attracting serious quality, which is what drives the value in the medium term. The Board through our PPC, our People and Culture Committee and Chair held by Peter Turnbull, was carried out a substantive review of remuneration practices across the U.S., what was needed. And we also did a substantive review of Australian companies that have made similar moves in the past, frankly, most of which got it wrong and didn't do a particularly good job in terms of setting up their remuneration. The remuneration that we came up with, firstly, is really -- I hate to put your hands over your ears, Carri, but based on market perception and the market analysis is that Carri's remuneration is at the 25th percentile against others in her category. It's always interesting to try and compare when we did a detailed comparison across many companies, bigger and smaller than us in the U.S., but the reality is that there are certain things in the U.S. remuneration packages that are different to the ASX. The -- I should highlight that the -- we spent also a very substantial amount of time in setting Carri's fixed remuneration was relatively simple, but the variable incentives, short and long term, we did take a substantial amount of time to set the objectives and a very significant portion of Carri's long-term incentive is at risk and is tied to particularly meticulous deliverables in operations and cost and metrics that drive our business and value. So much of that is absolutely no guarantee and is very much aligned to if shareholders do well, Carri delivers on those things, the share price will appreciate and therefore, Carri will do okay as well. So this is a difficult piece and a challenging thing to manage as a Board. I think we've done as much as we can, recognizing the unsustainability of our past structure and the real need, I think, to bring in some fresh, new and seriously talented individuals into our organization to help drive the business' value. Now that value in an oil and gas perspective, we will be able to test over the next few years. And but I can tell you unambiguously from where I sit as Chair, the company is in far better shape, far better hands, is more sustainable and are making better decisions with the process that we've gone through. I don't know, Peter, you want to add anything as Chair of the PPC.

That's a great summary, Peter. We took a very data-driven approach to this to start with. We had 3 sets of data. We work with Willis Towers Watson in the U.S. We work with our search firm Russell Reynolds and the other set of parameters were the negotiations with Carri herself. So this is at the lower end of what would be acceptable in America. It's been quite difficult to straddle the 2 markets, but we've come up with something we think does the best we can to straddle the 2 markets. And I just point out, I think it's 82%, 83% is at risk. The outperformance elements of this package are going to cover areas again -- are going to be quite hard to achieve, quite hard to achieve. So well, I think Peter said, it's been a difficult exercise, but I think we've taken a logical and data-driven approach to it. Started at the lower end, and we'll see how we go with that. But we wanted our candidate through the process, and then we had to take the data, we had the negotiations with Carri and see where that could get us.

Okay. Do we have any questions from the floor anymore? Any questions online?

No, there are no questions online.

Or on the phone?

There are no questions via the phone lines.

Great. Thank you. As there are no more questions, the resolution on the screen is now put to the meeting. So please pass your vote accordingly. We will now move to the only item of special business of the meeting. Next general item relates to amendments to the constitution. The proposed amendments reflect updates to the Corporations Act, ASX listing rules and current governance practices and are largely administrative in nature. A summary of the proposed material amendments is set out in the explanatory memorandum. The amendments referenced the proposed inclusion of proportional takeover bid provisions. Essentially, these provisions allow the company to include clauses in its constitution, which enable the company to refuse to register a transfer of shares under a proportional or partial takeover offer unless shareholders first approve the offer by resolution. The benefit of the provision is that shareholders are able to decide collectively whether a proportional offer is acceptable in principle and it may ensure that any partial offer is appropriately priced. Otherwise, the bidder could take control of the company without other shareholders -- with our other shareholders have a chance to sell all their shares to the bidder and without paying an adequate amount for gaining control. It is possible that such provisions may discourage proportional takeover bids. However, your Board considers the advantages of including such provisions outweigh the potential disadvantages. You have the opportunity to participate. As of today, I can also confirm that no director is aware of any person seeking to acquire or increase substantial interest in the company. A copy of the amended constitution has been made available to shareholders and is now tabled at this meeting for the purposes of this resolution. So to consider and if thought fit to pass the following resolution as a special resolution, the constitution of the company be amended as set out in the document tabled at the AGM and described in the explanatory memorandum with immediate effect. The Board unanimously recommends that shareholders vote in favor of this resolution. This is a resolution -- a special resolution and requires at least 75% of votes cast to be in favor to pass. Details of proxies received for this resolution are up on the screen. Of the proxies received, 99.83% are for the resolution, and 0.08% against with 0.9% classified as others. Do we have any questions from the floor on this resolution? I think it's rare to see a 99.8%. So I think we've got solid support. Moderator, do we have any questions?

There are no questions online.

And on the phone?

There are no questions via the phone lines.

Well, as there are no questions, the resolution on the screen is now put to the meeting. So please vote accordingly. The next item on the agenda relates to the issue of performance rights to Ms. Carri Lockhart. This resolution is subject to voting exclusions as set out in Section 7 in the explanatory memorandum. To consider and if thought fit to pass the following resolution as an ordinary resolution. The shareholders approve for all purposes, including Listing Rule 10.14, the issue to Ms. Carri Lockhart of 48,287 short-term incentive deferred CY '25 performance rights, which will only vest subject to completion of a 1-year employment retention ending on 31 December 2026. And 2.094398 long-term incentive CY '26 LTI performance rights, which are at risk remuneration and will only vest under and in accordance with the performance rights plan and otherwise on the terms and conditions set out in the explanatory memorandum. This resolution seeks shareholder approval for the grant of performance rights to the CEO and Managing Director under the company's incentive arrangements. Further details of Ms. Lockhart's remuneration and the terms of the performance rights are set out in Section 7 in the explanatory memorandum. The non-executive directors support the issue of performance rights to Ms. Carri Lockhart, the CEO and Managing Director, makes no recommendation in relation to this resolution. Details of proxies received for this resolution are up on the screen. Of the proxies received, 75.63% are for the resolution, 24.27% against with 0.1% classified as others. Do we have any questions regarding this resolution from the floor? No. Moderator, do we have any questions?

There are no questions online.

And from the phone?

There are no questions via the phone lines.

Thank you.

Sorry, one if I may.

Yes, please.

I'd just be interested in the logic that the people who voted against gave you when they provided there against it.

Look, I always find it really difficult to describe the logic of a shareholder who votes positive or negative. And it's not really my place to put their arguments for or against a vote. I think I can -- having spent the last few weeks actually very comprehensively engaging with a lot of our bigger shareholders. There is clearly a sensitivity, especially for shareholders who follow specific guidelines that this as an ASX-listed company, what we're doing with U.S. remuneration is sometimes falls outside the strict guidelines of certain shareholders in the way they look at things. We've tried to explain the unsustainability of what we were doing. We've tried to explain, as Peter did very well what the process was to get to where we've got to. And the value that we see and the judgment that you will make of us in the medium term around what we've done is driving value in Karoon. But I do believe that there are still people and entities especially the passive funds and others that have guidelines in what they will vote for in an ASX-listed company. And sometimes, what we do is somewhat outside that guideline, and I don't have the capacity or the willingness to be flexible or understand a broader picture. But I've been in the business for over 50 years, and I can tell you, I'm reading shareholders' minds. I don't do that very often, honestly, it's so obvious, and I'm shareholder generally as well. So I think about the same things as they do really. So that's where we sit with that one. I hope I answered it a little bit without giving away confidentiality because certain people are really worried about that. Okay. Well, as there are no more questions, I'll -- the resolution on the screen is now put to the meeting. So please vote accordingly. There is now an opportunity for general business and any other questions. So open it up. Do we have any more questions from the floor?

I've only been a shareholder of Karoon Energy for 3 months. And well, I understand Carri has only been managing your active for 6 months, but I'm just interested, we've had heard a little bit of the other directors give their spell. I'm just wondering what Carri did with her life before she became Chief CEO of Karoon Energy.

That's the trick.

Yes. Great question. Thank you for your interest. So I've been an Energy Executive, I've been in the Energy for 30 years. And I retired actually, I had this goal of retiring by the age of 50 and decided to do that and retired from Equinor as Chief Technology Officer. I've worked every aspect of the industry starting in the U.S. as an engineer and spent a lot of time in the field. And that's really important when it comes to running a company because you know how work gets done and you know how to keep people safe. And you know what matters when you're turning the valve. So I spent a lot of time in the field and then moved up to the various ranks in the leadership and upstream, international, domestic U.S., offshore, onshore, resource plays, conventional. So I saw the broad spectrum of the energy industry, and then I retired. And with this grand vision of sitting as a director and doing only director work on board. And that only lasted so long because I felt this need to continue to have my hands dirty and to get in the details of the work. And so I want to have the opportunity to join Karoon, I thought, well, why not? I love the industry. I really do. I think it's fascinating. And one thing is for sure, energy is needed in the world. And hydrocarbon, oil and gas is not going to go away. There hasn't been a single source of energy that's ever been displaced in the world. And so the energy mix we have to play a very big role in that for the sustainability and affordability and reliability of our systems globally. So I wanted to continue to be a part of that and be with the people to make that happen. There was also a second element, maybe a little bit more selfish. But 50% of the world are young ladies. There's not a lot of energy executives that my daughter, granddaughters, daughters, nieces can look up to as a role model. And so I wanted to be part of that journey also to give that role model. If you can have a family, you can have a balance and you can make a difference in the industry. And so when I have this great opportunity, I looked at the company, looked at the quality of the assets, looked at the talent of the Board and the team members and thought it's a great making, it's a great foundation in which to grow and still make a difference in the industry. So that's my background, and that's why I chose to say yes.

And it was a great decision as far as I'm concerned. Let me say. So there, anymore questions? Any questions from Ms. Moderator?

There are no questions online, Mr. Chair.

And from the phone?

There are no questions via the phone lines.

Great. Thanks so much. I should like to end my bit before -- because I've got to put the votes and to a few other bits and pieces, but just by thanking shareholders to their patience and their support over the years. We really do appreciate it. I know it's been an interesting and quite volatile ride in Karoon. I also wanted to thank our Australian staff who've through a lot of volatility and a lot of change have performed, in my view, outstandingly professionally and outstandingly well over the last 12 months and enabled a significant handover to over-responsibilities to Brazil and to the U.S. So I know there are a few here, and I just want to say I put on record the thanks first lien, but also the Board to the incredible professionalism that those people add and displayed over the last 12 months. So ladies and gentlemen, in 1 minute, I will close the voting system. It might be more than that or slightly less. But around 1 minute, please ensure that you've cast your vote on all resolutions. And I'll now pause to allow you time to finalize your votes and Computershare to pick up the votes as necessary. [Voting]

Are we all done? Well, thank you, ladies and gentlemen. Voting is now closed. The results of the poll voting will be announced to the ASX as soon as possible after this meeting and will also be posted on the company's website. As there's no further business to be conducted now, I declare the meeting closed. Thank you sincerely for your participation today. For those of you who have joined us in person, the Board now invites you to join us for [indiscernible] light refreshment, [indiscernible] and a cup of coffee. So thank you very much.