MAC Copper Limited (MTAL) Earnings Call Transcript & Summary

Hello, and welcome to the General Meeting of MAC Copper Limited. Please note that this meeting is being recorded. During the meeting, we will have a designated question and answer session. [Operator Instructions] Non-registered shareholders and MAC CDI holders will only be able to attend the meeting as an observer and will not be able to submit questions. It is now my pleasure to hand the meeting over to MAC Copper Limited Chair, Patrice Merrin.

Thank you. Good afternoon, and welcome back to those who have joined us from the court meeting. My name is Patrice Merrin, and on behalf of the Board of Directors, it is my pleasure to formally welcome you to this General Meeting of MAC Copper Limited. The purpose of the General Meeting is for MAC shareholders to vote on the General Meeting Resolution. The text of the General Meeting Resolution is set out in the Notice of General Meeting contained in Part X as Notice of General Meeting of the scheme circular. This General Meeting has been convened and notice of this General Meeting has been given pursuant to orders of the Royal Court of Jersey made on the 30th of July 2025. I will be the Chair of this General Meeting in accordance with those orders. Participants in the meeting are reminded to note the applicable disclaimers when utilizing the information including in the presentation slides. You can see that on the screen now. I'm advised by Mr. Chris Rosario that the necessary quorum is present, and I declare the General Meeting open. You may hear Mr. Rosario's voice from time to time during the meeting in the event I ask him for directions and/or questions are raised by the online Q&A function. In addition to the MAC directors and senior management with us today, and thank you for being here and our various other advisers, a representative of our share registry, Computershare is also present. I appoint [ Ben Kimman ] to act as returning officer in relation to the poll, which will be conducted during this General Meeting. Notice of this General Meeting, which is included as Part X of the Scheme Circular, was dispatched to MAC shareholders and MAC CDI holders on the 4th of August 2025. MAC shareholders and MAC CDI holders can also access and download a copy of the scheme circular from MAC website or from the SEC or ASX platforms. We have additional copies of the scheme circular here today should you wish to refer to them during this General Meeting. Before commencing the formal business of this General Meeting, I will address some procedural matters regarding asking questions and the voting procedure. With respect to online attendees and questions, the procedures for asking questions at this General Meeting are the same as those for the court meeting, and I do not intend to repeat them unless there are any objections. If you object, please let us know now. There being no objections, I will proceed. Nonregistered shareholders and MAC CDI shareholders will only be able to attend today's meeting as an observer and will not be able to submit questions or vote, noting there was an opportunity for them to submit questions prior to this General Meeting. MAC shareholders and authorize proxies, attorneys and corporate representatives in attendance today can ask questions during this General Meeting regarding Scheme and the General Meeting Resolution. Questions can be asked in person or online. At the appropriate time for questions, if attending in person, I will ask you to raise your hand and you will be asked to show your control number provided on your white proxy form to the computer shareholder -- Computershare representative here and state your name. If you are a MAC shareholder joining us online via the virtual meeting platform, you may ask questions using the Q&A chat function. Please start your question by typing your control number provided on your white proxy form. I will call for verbal questions from MAC shareholders and authorized proxies, attorneys and corporate representatives in attendance today toward the end of the General Meeting. And at that time, we'll also address questions received prior to the General Meeting and via the virtual [indiscernible] platform. Your questions may be moderated. We ask that you please limit questions to 1 per MAC shareholder where possible and to relevant matters before this meeting. If we receive multiple questions on the same topic, they may be curated together. With respect to online voting attendees, the voting procedure at this General Meeting are the same as for the court meeting, and I do not intend to repeat them unless there are any objections. If you object, please let us know. There being no objections, I will proceed. I will now briefly explain the voting procedure for this General Meeting. Voting will be conducted on a poll as outlined in the Notice of General Meeting and in accordance with MAC's Articles of Association. As noted earlier, nonregistered shareholders and MAC CDI holders will not be able to vote at this meeting, noting there was an opportunity for them to vote prior to this General Meeting. For MAC shareholders, if you have already voted by proxy, your vote is recorded, and you do not need to vote again unless you wish to change it. Otherwise, for those MAC shareholders joining online, the vote tab will appear when the General Meeting Resolution is put forward, select your voting direction and a checkmark will confirm your vote. You may change it at any time before the poll closes. For those MAC shareholders here in person, you need a voting card. If you believe you're entitled to vote, but don't have one, please raise your hand now. When marking your card, please place a mark in for or against or abstain. If you wish to split your votes, write the relevant number of proportion in each box. Proxy should follow the voting summary on their card and may exercise any discretionary votes. Once completed, please hand your card to the Computershare team who will collect them. All undirected proxies that have nominated the Chair as their proxy will be cast in favor of the General Meeting Resolution. Undirected proxies will be reflected in the results of the General Meeting as a vote in favor of the General Meeting Resolution rather than as undirected votes. I now turn to the formal business of the General Meeting. The sole item of business is the vote on the General Meeting Resolution. As mentioned earlier, the General Meeting Resolution is set out in the Notice of General Meeting contained in Part X of the scheme circular. If there are no objections, I will take the Notice of General Meeting as read. In order for the General Meeting Resolution to be passed, it must be approved by not less than 2/3 of the MAC shares voted at this General Meeting, whether in person, online or by proxy. Even if the General Meeting Resolution is approved at this General Meeting and the Scheme is approved at the court meeting which took placed immediately prior to this General Meeting, the Scheme still will need to be approved by the court at the court sanction hearing. I will now provide the opportunity to ask questions about the Scheme or the General Meeting Resolution, and I will take endeavor to answer your questions now or I may take your question on notice if necessary. Are there any questions from any MAC shareholder here in person? If so, please raise your hand now. If you are a MAC shareholder attending online and wish to ask a question, please submit your questions via the Q&A function now. Chris, do we have any questions online?

Madam Chair, we have had no questions submitted online by any Scheme shareholders. However, we have had a number of questions submitted by a MAC CDI holder whilst MAC CDI holders are not entitled to ask any questions during the meeting as they were required as detailed in the scheme circular to submit questions in advance of the meeting. Given the Board and management's overwhelming desire to ensure the will of shareholders is reflected from this meeting, we will voluntarily answer a number of questions that have been raised by Mr. [ Stephen Mayne ]. I note that I will answer the questions, Chris Rosario, General Counsel and Company Secretary. In addition, some questions will be handed to Mick McMullen, our CEO and a Director of the company. Mr. Mayne's first question is how many of our 1,106 shareholders have actually turned up for today's meeting in person, in Jersey and online. Mr. Mayne, I do not have the direct online numbers at this time, but there are 7 shareholders in attendance at the meeting in Jersey today. Mr. Mayne's second question relates to a question [ here raised to Computershare ] regarding the 25 MAC Copper units he holds. We declined to answer his question as it is not relevant to the business of the meeting today, and he can independently reach out to Computershare. Mr. Mayne's third question is that the Australian financial review carried a piece on July 10, 2025, quoting multiple shareholders complaining, I'm using his language in the question, that the takeover price was too low. Has this translated into any protest votes today? Indeed, what is the proxy position at this General Meeting and why didn't you disclose proxies along with formal address lodge with the ASX this afternoon? This is a practice that our share registry provider Computershare does at its own AGM. We will take this question in 2 parts. As to the part around the lodging of protest votes and proxy numbers, I can inform Mr. Mayne that the proxy position at present is more than 97% in favor of the poll. It is potentially higher, and that is with 83.11% of the register having voted. In addition, there is no strict requirement on the ASX to lodge the proxy numbers in advance. We've lodged the Chair's address before the commencement of the meeting as required in accordance with the ASX listing rules. I will hand to Mr. McMullen to answer your question as to whether the article on the 10th of July has related to a protest vote at this meeting.

Thank you, Chris. It's Mick McMullen, CEO here, and thank you for your questions. Well, I think the votes sort of speak for themselves in that we had a very high turning of total shareholders voting; and b, we had an overwhelmingly in favor yes vote actually on both the [indiscernible] meetings. So whilst there maybe some press around the transaction, that was some months ago. And in fact, there's been very little press since that time and shareholders have overwhelmingly voted yes for this transaction. So I think, so very emphatically and categorically answer your question, no, there hasn't been [indiscernible]

Mr. Mayne's next question. I couldn't find any copy of the website of the 2024 AGM on the Investor Relations section of your website, but it does carry copies of your quarterly presentations. For the benefit of the 1,000 plus MAC shareholders who were not able to attend this meeting live, could you please publish a full copy of the webcast on your website at least until the time any takeover proceeds. We do not consider this question relevant. We do not consider the issue material as detailed in the proxies released following that meeting, there was overwhelming support for the approval of that meeting, and that is not a relevant matter at this point in time. The fourth and final question from Mr. Mayne. If you want to get Australian-based shareholders to attend these meetings, why did you schedule them to occur late on a Friday night? Also, when disclosing the voting outcome to ASX on Monday, could you please include the headcount numbers as well as the total vote? Did you put much effort into -- did you put much of an effort to encourage retail shareholders to vote and how many of them have voted? Mr. Mayne, we engaged a proxy solicitation firm, Sodali, who went to extensive efforts to ensure that shareholders could participate in the meeting and that the vote was encouraged to turn out. As you will have seen, we have received a proxy position in excess of 83% of the company. Prior to commencement of this meeting, when speaking with our local counsel, they noted that this is one of the highest turn outs that they have ever seen for a Scheme meeting. As a result, we are highly comfortable that there has been strong engagement and encouragement for people to vote. Our CEO, Mick McMullen, has traveled extensively over the last few weeks and engaged with any and all shareholders that made contact with him to discuss the Scheme regardless of the size they're holding. We would also note that MAC has always been set up and run as a global business. We are listed on not only the Australian Stock Exchange, but on the New York Stock Exchange, and we have a large presence of shareholders in Europe. Accordingly, the time of meeting and the manner in which it was designed to allow shareholders to participate was done in a window when North America, Australia and Europe were all awake. We consider that it would have [indiscernible] shareholders if had been set at a time that was convenient for 1 jurisdiction but not others. As to your question that we include headcount numbers when the votes are total, it is not clear what you mean by headcount, but I can assure you that all matters and full compliance with the regulations on the ASX and under the NYSE will be complied with when the position from the final poll are published. Madam Chair, I confirmed there are no further questions.

Thank you very much, Chris. Thank you for your questions, Mr. Mayne, and thank you, Chris and Mick, for your responses. There being no further questions, we will now proceed to the reading of the General Meeting Resolution as set out in the Notice of General Meeting. The General Meeting Resolution, being a resolution to authorize the MAC Directors to implement the Scheme and to deal with certain ancillary matters, and to approve the alteration of MAC's Articles of Association is set out in full on the screen now. Absent any objections, I will take the resolution as read. There being no objections, I will proceed. The proxies received, you've seen the resolution. And in response to the resolution, the proxies received and the results voting on the resolution are as follows. In respect to Resolution 1, the proxies have been received, representing 68,601,012 MAC shares or 83.11% of the issued capital of MAC. In respect to Resolution 2, proxies have been received, representing 68,601,012 MAC shares or 83.11% of the issued capital of MAC. We will now move to voting on the General Meeting Resolution. I formally declare that poll open. Those MAC shareholders physically in attendance, please mark your vote on your voting card. Those MAC shareholders attending virtually can vote via the virtual meeting platform. Your votes must be submitted prior to the poll being closed for them to count. [Voting]

Can all MAC shareholders voting online, please now ensure that they have submitted their vote? For those in attendance, Ben Kimman from Computershare, will walk around the room with the ballot box to collect the voting cards. Should anyone require assistance, please raise your hand in the room. I can confirm that all voting cards have been collected. I'm formally declaring the poll closed. Computershare will now process the poll, and the results of the poll together with the results of the court meeting will be released via public announcement and made available on MAC's website. As there is no further business, this concludes the official business of this General Meeting. I would like to thank you for your attendance today. I now formally declare the General Meeting closed.

This concludes the General Meeting. You may now disconnect.