Macmahon Holdings Limited (MAH) Earnings Call Transcript & Summary

Okay. Good afternoon, ladies and gentlemen. Welcome to today's general meeting of Macmahon Holdings Limited. My name is Eva Skira and I am the Chair of Macmahon. Before we start, I wish to acknowledge the traditional custodians of the land on which we meet today, the Whadjuk people and pay my respects to elders past, present and emerging. We extend that respect to the traditional custodians of the lands on which our online participants join us and to all our aboriginal and Torres Strait Islander people and nonindigenous persons here today. I have with me attending in person, your Non-Executive Director, Denise McComish; and attending via Zoom, Bruce Munro and Hamish Tyrwhitt. Also joining us in person today is our Managing Director and Chief Executive Officer, Mick Finnegan; our Chief Financial Officer, Ursula Lummis; as well as other members of our executive leadership team and our Company Secretary, Ben Secrett. Representatives from the company's lawyer [indiscernible] Johnson Winter Slattery and the company's auditor, KPMG, are also in attendance. I'd like to take this opportunity to thank you all for taking the time to attend today's meeting. Your support and interest in the company's affairs are appreciated. Today's General meeting is being held at the Macmahon offices, and I welcome shareholders and visitors that have attended in person. The meeting is also being webcast online via Zoom, and I would like to extend my welcome to all those who are watching and listening online. Please note that the webcast is provided for convenience only. As such, while webcast will allow you to want to listen to the meeting in real-time, it does not facilitate participation in or voting at the meeting. Voting today will be conducted by way of a poll on the item of business. Rod Somes of Computershare has been appointed to be returning offices today. And following confirmation by Computershare, the final result of the poll will be announced to the ASX later today. This release will also be available on Macmahon's website. The shareholders present here at the Macmahon office, please ensure you have received a green voting paper. Please see the Computershare representative, if you have not. Completed voting papers will be collected by Computershare at the conclusion of the voting process. Before voting, there will be an opportunity for those attending here in person to participate in Q&A, which will be conducted at the appropriate time in the meeting. Please note that in the event there are a number of questions, we run into time constraints, we may run out of time to answer all your questions. If this happens, we encourage you to contact us via e-mail after the meeting so that we can respond in due course. The company's secretary, Ben Secrett, has informed me that we have a quorum present. I, therefore, declare this General Meeting of Macmahon Holdings Limited open. Firstly, no formal apologies have been received. Are there any apologies from the floor? No? We -- as there are no apologies, we'll now move on to the formal resolution. This now brings us to the formal part of the meeting. The sole item of business to be considered has been detailed in the Notice of Meeting, and there is 1 resolution for consideration today. The Notice of Meeting was made available to shareholders on the 20 February 2023 and are now table the notice. And with your permission, we'll take it as read. Before we consider the item of business, there are procedural matters I wish to draw to your attention. While our visitors and guests are most welcome here today, this is a shareholders' meeting and only shareholders, their attorneys, [indiscernible] and authorized company representatives attending in person are entitled to ask questions and vote at this meeting. I am holding undirected proxies in my capacity as Chair, and it is my intention to vote all such proxies in favor of the resolution. Any directed proxies that are not voted at the meeting will automatically default to me as Chair of the meeting, and I am required to vote those proxies as directed. The sole item of business to be dealt with and as set out in the Notice of Meeting asks shareholders to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.1 and for all other purposes, shareholders approve, the transfer of the Macmahon equipment to AMNT upon termination of the existing mining contract, the acquisition of the AMNT Equipment from AMNT and the potential future transfer of the new Macmahon Equipment to AMNT pursuant to the terms or on termination of the renewed defining contract. In each case, under and in connection with the Batu Hijau Contract Renewal Arrangements as described in the information memorandum that companies this notice. The specific voting preferences indicated by valid proxies from shareholders holding approximately 555.7 million shares at 25.79% of the company's issued capital who have either directed their voting instructions or have left their voting instructions open to be cast by the nominated representative of the Chair are set out in the slide on the screen. Where a valid proxy has been given to Chair without voting instructions, I intend to vote those proxies in favor of the resolution. Unless there is an objection, I'll take the motion as being read and refer you to the screen for details of the proxies received for this resolution. I note that a voting exclusion applies to this resolution as set out in the Notice of Meeting, requiring AMNT and any of its associates to be excluded from voting in favor of the resolution. This results in Amman Mineral Contractors, which is Macmahon's largest shareholder and is controlled by AMNT being excluded from voting in favor of the resolution. The Board recommends that shareholders vote in favor of this resolution. The AMNT nominated Directors, Alex Ramlie and Arif Sidarto did not anticipate in the Board's consideration of this matter due to their association with AMNT. Now I invite any questions from shareholders who are attending in person here in this room regarding this resolution. Do we have any questions? Okay. We don't have any questions here in this room. So given that there are no questions, I now draw your attention back to the resolution on the screen and note the proxies previously shown. The resolution is an ordinary resolution and to be passed requires at least 50% of the votes cast by shareholders to be in favor. I'll now put the resolution to the meeting. For those in attendance, if you have not done so, please now cast your vote on this item. I will now, in my capacity as Chair, vote all directed proxies in accordance with the instructions provided by shareholders and will vote all available undirected proxies in favor of the resolution. I will now pause to allow you time to finalize, to cast your vote and to place your voting card in the ballot box being circulated by the representatives of Computershare. [Voting]

I now declare the poll closed. After the votes on this resolution have been counted and reviewed, the results of the poll will be announced on the ASX via an ASX announcement and on the company's website. Thank you all for your attendance at anticipating and your interest in the company. On behalf of the Board, we look forward to your continued support. As no other formal businesses has been notified in accordance with the company's constitution, this concludes today's meeting. I now declare the meeting closed. So thank you all of you for coming. Over and out. Thanks.