Perenti Limited (PRN.XA) Earnings Call Transcript & Summary

Good morning, everyone. My name is Diane Smith-Gander I'm the Chair of Perenti. It's now 10:30 a.m. Perth time, and I welcome all shareholders to the company's 2025 Annual General Meeting, both here in person and online through the virtual meeting platform provided by our share registry, MUFG Corporate Markets Limited. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders affected. If this occurs, I'll advise you accordingly. As we have a quorum present, I now declare the Annual General Meeting open. I acknowledge the traditional owners of the various lands from which we meet today, including the Whadjuk people of the Nunga Nation. We also acknowledge any aboriginal and Torres Strait Islander of people participating in this meeting. I pay my respects to elders past, present and emerging and recognize and celebrate the diversity of Aboriginal peoples and their ongoing cultures and connections to the lands and waters of Australia. I'm joined at this meeting by Mark Norwell, our Managing Director and CEO; Alex Atkins, an Independent Non-Executive Director; Andrea Hall, an Independent Non-Executive Director and Chair of the Audit and Risk Committee; Tim Longstaff staff an independent Nonexecutive Director and Chair of the People and Remuneration Committee; Craig Laslett, an independent Non-Executive Director; Andrea Sutton, an Independent Non-Executive Director and Chair of the Safety and Sustainability Committee; and Greg Walker, an Independent Nonexecutive Director who recently joined the Perenti Board. I'm also joined by our group Executive Committee members, Michael Ellis, our Chief Financial Officer; Gabrielle Iwanow, President, Contract Mining; Ben Davis, President, Drilling Service; Raj Ratneser, President, Mining and Technology Services; Paul Muller, Chief Corporate Services Officer; and Cameron Bailey, our Chief Strategy Officer. [ Helen Backers ] to partner at PricewaterhouseCoopers, the company's auditor, is also present. I ask that all shareholders attending the meeting in person ensure that they've registered their attendance with the registry at the entrance of the meeting. Shareholders and validly appointed proxies, corporate representatives and attorneys will have received a yellow admission card. Nonvoting shareholders will have received a blue admission card. Please note, only those shareholders with a yellow or blue admission card will be allowed to ask questions or make comments on the company at the meeting. For those shareholders attending the meeting online, please follow the virtual meeting online guide via the link on your screen to register for a voting card and cast your votes online and ask questions or make comments on the company. You will only be able to ask questions or make comments once you have registered to vote. I invite shareholders attending online to send through any questions as soon as possible after registration rather than waiting until each resolution is read. The notice of meeting was released to the ASX on the 8 of September 2025 and made available to all shareholders. If there is no objection, the notice of meeting will be taken as read. The procedure for today's meeting will be as follows. First, I will give a short address. This will be followed by the Managing Director and CEO's addressed to shareholders. We'll then move on to the formal items of business as set out in the notice of meeting. All items of business will be voted on via a poll. Instructions regarding the poll will be given prior to the commencement of the poll. The results of the poll will be tallied and announced via the ASX platform as soon as the results are available. After the poll has closed, shareholders will have an opportunity to ask questions about or make comments on the management of the company. Shareholders attending virtually can ask questions via the online facility either in writing or orally through the web fine facility. So to my address. Many of you would have seen this morning's Australian Securities Exchange announcement advising that Perenti has started a Managing Director and CEO succession process. Our Managing Director and CEO, Mark Norwell, will step down from his role in 2026. I'll provide further comments and explain the implications of this morning's announcement on the proposed resolutions for today's AGM later in this address. I am confident the succession process will be orderly. And I am equally confident Mark will remain focused on the business until the transition to his successor has been made. Perenti is in a strong and robust position served by an excellent leadership team with considerable momentum in the business. This transition now becomes a key part of shaping the next phase of our growth. Confidence in our future is underpinned by our performance today. At Perenti, we are focused on consistently delivering on our commitments. FY '25 has been a year where we have done exactly that. We continue to strengthen our position as a trusted partner to clients, shareholders and stakeholders, built on a foundation of safety, reliability, performance and care. Our success is made possible by the expertise, resilience and dedication of our over 10,000 people working across 4 continents often in some of the world's most remote and challenging environments. To each of them, thank you for your contribution to the business. This year marks my first full year as Chair of Perenti, and I'm immensely proud to report that our company has delivered exceptional financial and operational performance while making significant progress against our strategic goals. This achievement reflects the collective efforts of our entire organization and reinforces our position as a global leader in mining services. Safety remains our absolute priority and the foundation upon which everything else is built. Our goal remains unchanged. No adverse physical or psychological life-changing events. Significant progress has been made on this journey with further improvements planned in FY '26 and beyond. Our safety culture continues to mature. With a sharp focus on engineering solutions that remove people from high-risk tasks. We're enhancing the leadership, systems and technology that keep everyone in our operations safe and well. While we continue to drive improvements across all our operations, we know that our commitment to safety must be relentlessly focused. It is fundamental to our success and to our people coming home safely every day. In FY '25, Perenti delivered another record financial result. We achieved EBITDA of $333.5 million on revenue of $3.49 billion a fourth consecutive year of meeting or exceeding our guidance. This consistent year-on-year performance reflects focused execution and clear communication. It highlights the strength of leadership and the depth of talent that exists across Perenti. Our disciplined approach has enabled the Board to deliver direct value to shareholders. In FY '25, your Board increased the dividend to [ $0.0725 ] and representing a 21% increase on FY '24, and we continued our share buyback program. This was underpinned by the record free cash flow, demonstrating the strength of our business model. That own cash flow allowed us to further reduce debt, positioning our balance sheet at a comfortable 0.5x leverage ratio and provides capacity for future growth. This performance reflects 6 years of strategic evolution since launching our 2025 strategy in 2019. Under the leadership of Managing Director and CEO, Mark Norwell, and his executive team. This strategy has been executed with clarity and consistency, guided by a strong focus on long-term value creation. Our decision to conclude underground operations in Botswana at that contract exemplifies this. While our contract mining team delivered strong operational outcomes, the commercial performance there didn't meet our own internal thresholds. Sustainable profitable growth demands a commitment to prudent allocation. Geographic expansion, however, remains a key strategic priority. A major milestone sold Barminco, securing its first underground mining contract in the U.S.A. at Barrick's Nevada Gold Mines, marking our entry into the world's largest gold complex and reinforcing our focus on North American growth. This contract formed part of the $4 billion in new or extended awards secured by our contract Mining division, while our Drilling Services division also delivered a strong performance in its first full year of operation. People are critical to our access and to thrive in a challenging world. We must foster a workplace where everyone feels safe, respected and empowered to speak up. This is central to our safety journey and our broader sustainability agenda. Which includes supporting host communities, increasing female leadership participation and advancing decarbonization in partnership with clients. Perenti will continue to explore opportunities for growth and value creation. We have a very promising growth pipeline, allowing us to navigate both challenges and opportunities in a disciplined, strategic way. Our diversified platform across multiple commodities and geographies positions us well to support global development and the essential role mining plays in driving progress across industries and economies. As we reflect on the strength and continuity of our governance, I would like to acknowledge an important change to our Board. Today, we fairwell Non-Executive Director, Alex Atkins, who is retiring from the Board at the conclusion of this AGM. Since joining the Board in July 2018, Alex has made a significant contribution through her work on the Safety and Sustainability Committee, and the People and Remuneration Committee. On behalf of the Board, I thank Alex for sharing her dedication, passion and expertise over more than 7 years of service. Greg Walker joins as our new independent Non-Executive Director. Greg brings more than 45 years of mining experience, including leadership roles at Nevada Gold Mines and Barrick. His global perspective, operational expertise and strong community engagement across multiple regions will further strengthen our Board and support our strategic priorities. Greg's appointment reflects Perenti's ongoing commitment to Board renewal ensuring we maintain the right mix of skills, experience and diversity to support our business now and into the future. I'm grateful to my fellow Board members for their support and strategic guidance throughout the year. I also extend my appreciation to Mark and to the group executive committee for their leadership, commitment and resilience in shaping and executing our strategy. To our clients, thank you for your continued trust and partnership. Your collaboration is vital to our achievements. To our shareholders, your support and investment are greatly appreciated. Our achievements over the past year reflect the solid foundation we have built through consistent execution of our strategic plan. Thank you to everyone who contributed to Perenti's success. Now as I mentioned at the beginning of my address, we announced this morning the commencement of a CEO succession process, which will see Mark step down from his role in 2026. The Board has initiated a comprehensive search for his successor considering both internal and external candidates to ensure we appoint the right leader to guide the business through the next phase of growth. Throughout this process, Mark will remain fully engaged with the business. Once a new CEO has been appointed, he'll work closely with that individual to ensure a seamless leadership transition, maintaining continuity across the organization. As we begin the search for a new CEO, I thank Mark and acknowledge his outstanding contribution since joining Perenti in 2018. His leadership has embedded a strong purpose-led culture, build a high-performing team and delivered a focused strategy that's driven significant growth and success. Under Mark's guidance, Perenti has quadrupled its revenue, doubled its workforce and increased market capitalization from $900 million in September [ 2018 ] to over $2.7 billion today, transforming the business into a leader in global mining services. As he prepares to hand over next year, the business is stronger than ever with a solid foundation in place for future success. The announcement this morning that we have begun the start of the CEO succession process does impact the business of this meeting today. As a result of the transition of the CEO role, the Board considers it's no longer appropriate to proceed to issue new long-term incentives to Mark. As such, Resolution 6 will be withdrawn from today's agenda and will not be put to a vote. However, I note the overwhelming proxy support received for this proposed resolution, and we thank shareholders for this. Thank you once again. I will now hand over to Mark before returning to conduct the business of the meeting.

Thank you, Diane, and thank you for those kind words following this morning's announcement. Like Diane, I will provide further comments regarding CEO succession at the end of my address. Good morning, everyone, and welcome to Perenti's 2025 Annual General Meeting. I, too, would like to acknowledge the traditional owners of the land on which we meet, the Whadjuk people, and pay my respects to their elders past, present and emerging. Today, I want to share with you our journey through FY '25 with a focus on our people, our performance and our clients. And then importantly, our refreshed strategy that will guide us through FY '26 and beyond. Let me begin with what drives our business success, our people. Across all continents, our 10,000 dedicated team members show up every day focused on creating enduring value for our clients and the communities where we operate and ultimately for our shareholders. I'm especially proud of the work we have done and the progress we've made in pursuit of our goal of no adverse physical and psychological life-changing events. It's a reflection of the care commitment and focus our people bring to safety every day. But we know that safety is never something we can take for granted. It requires constant attention and a shared commitment to always seeking to improve. During the year, we embedded divisional safety transformation plans, enhanced leadership engagement, and we introduced and explored technological solutions to keep our people safe. From aerial denial systems on our jumbo fleet to collaborating with an Australian University to develop inherently safe hydraulic tools. We're not just talking about safety, we're engineering it into our everyday work to fundamentally improve the safety of our people. We are focusing on solutions that remove people from high-risk tasks, while empowering every individual to speak up and contribute to a safer workplace. This year, we increased critical control verifications by 19% and expanded our leadership training programs to build environments so our people can feel psychologically safe. Leadership plays a critical role, not only in safety, but across every aspect of our business. We understand the influence leaders have across the business and their vital role in delivering our strategy. That's why we run bespoke leadership programs designed to build capability and strengthen technical, operational and cultural leadership attributes that drive performance and shape our culture to be a source of competitive advantage. Beyond leadership, we're also investing in the future of our industry. We have 189 apprentices and 712 trainees that are developing critical skills to deliver today and enable tomorrow. Our contract mining division employs over 150 engineers globally, more than most mining companies, demonstrating our deep technical and operational expertise. And to support our focus on technical excellence, our graduate program gives young engineers and other professionals exposure to all aspects of our global operations. I'm particularly proud that more than 90% of our international workforce is local to each operation directly supporting community development and economic growth. This reflects our principle to walk in their shoes. Understanding that our success is directly linked to ensuring benefit to the communities where we work. We've also advanced our commitment to creating safe and respectful workplaces, introducing new reporting mechanisms and expanding leadership training internationally. Our work towards achieving gender balance continues with the vision wide action plans already driving meaningful change. Our people's dedication has translated into exceptional performance that speaks to both our operational excellence and financial discipline. FY '25 marked another year of record financial achievement. We delivered record revenue of $3.49 billion, record underlying [ EBIT(A) ] of $333 million and record free cash flow of $195 million excluding the $92 million we received from exiting our underground project in Botswana. For the fourth consecutive year, we met our earnings guidance, a clear signal of our disciplined execution and consistency of delivery. But these numbers tell only part of our story. Our strengthened EBITDA margin again increased year-on-year to 9.6%, demonstrating our commitment to continual improvement in our operations. We transformed our balance sheet, achieving a conservative leverage ratio below 0.5x, down from 1.3x just 3 years ago. This positions us with significant capacity for future growth opportunities while maintaining financial resilience. The strength of our cash generation allowed us to declare a final dividend of [ $0.0425 ] per share, bringing our total FY '25 dividend to [ $0.0725 ] per share, a 21% increase from FY '24. We also completed the early redemption of our remaining 2025 senior unsecured notes. Further optimizing our balance sheet to support future growth. Our contract mining division, representing 72% of group revenue, demonstrated the advantage of scale through consistent performance. Despite significant project transitions, including the disciplined conclusion of our underground operation in Botswana, our diversified portfolio delivered reliable earnings. Our Drilling Services division in its first full year following the DDH1 acquisition generated approximately $780 million in revenue with a 65% increase in [ EBIT(A) ] This integration showcases our ability to create value through strategic acquisitions while maintaining operational focus. Pleasingly, our improved operational and financial performance has been recognized by the market. With our share price growing approximately 60% during FY '25 and a further 80% from the first of July 2025 to close a trade yesterday. Our performance is ultimately measured by our ability to serve our clients in pursuit of their objectives. This year, we secured more than $4 billion in new and extended contracts in our Contract Mining division, the largest following new work in our history. And we also had significant contract wins in our Drilling Services division. These wins aren't just contracts. They're partnerships built on trust, collaboration and operational excellence. Alongside significant contracts in Australia and Africa, a standout during the year was Barminco securing their first underground mining contract in the United States at the Nevada GoldMines Goldrush project. The Goldrush project represents a particularly significant milestone in our North American growth strategy. This 36-month contract with Nevada Gold Mines, a joint venture between Barrick and Newmont operating the world's largest gold producing complex demonstrates our capability to compete and win in new and established markets globally. Our work in hand at the end of FY '25 of $6.5 billion provides visibility and certainty while our pipeline of potential work totaling $17.4 billion positions us well for continued growth. What sets us apart is our integrated approach. With the delivering high-speed development at Goldrush, providing underground mining services at [indiscernible] or supporting exploration activities through our Drilling Services division, we combine technical expertise with operational excellence to support our clients in solving complex problems. Our clients choose renting not just for what we do, but for how we do it. We bring a culture of safety, the commitment to continuous improvement and the flexibility to adapt to changing conditions while maintaining unwavering focus on results. As our successful 2025 strategy has come to a natural conclusion. I'm especially proud of the progress our people have made in delivering against it. Their efforts have driven strong improvements in both business performance and our balance sheet. Moving forward, we've taken the opportunity to introduce a refresh strategy, a strategy that builds on the great work by our people and positions us for sustainable performance. Our refresh strategy will be outlined in more detail during FY '26, but I want to share a few key highlights starting with our fundamental objective, that being to deliver superior returns to our shareholders. And we do this through managing a portfolio of businesses that support our clients, generating strong and consistent cash flows through all economic conditions. Our refresh strategy adopts an evergreen approach that maintains our focus on what we really value, the safety and engagement of our people, enduring client relationships and ongoing sustainability improvements. Along with clear aspirational financial targets to drive superior performance, namely revenue growth of 5% to 10% per annum. EPS growth exceeding revenue growth. return on invested capital above our weighted average cost of capital. Return on equity greater than 10% and free cash flow as a percentage of revenue greater than 5%. To deliver on what we value and our financial targets, we've built our strategy around 5 key areas of competitive advantage. People and culture, safety and sustainability, operating excellence, capital allocation and portfolio management. bringing our strategy to life is the Perenti way, our operating model. It integrates our purpose, principles and competitive advantage to drive performance and create value. What excites me most is its flexibility. It allows us to adapt and evolve without losing sight of the fundamentals that have made us successful. At Perenti, we are focused on FY '26 being another successful year as we execute on our refreshed strategy. Our FY '26 guidance reflects both our disciplined financial approach and growth ambitions. Revenue between $3.45 billion and $3.65 billion, [ EBIT(A) ] of $335 million to $355 million. Net capital expenditure of approximately $340 million and free cash flow greater than $160 million. But our vision extends beyond FY '26. We're investing in technologies that will shape the future mining from autonomous systems to emissions reduction technologies. We're expanding our presence in key growth markets while maintaining our leadership position in established regions. We're also deepening our commitment to sustainability across all dimensions: environmental, social, and governance. This includes our continued focus on investing in the health, safety and well-being of our people, advancing gender balance and strengthening our partnerships with local communities. As I reflect on FY '25 and look toward the future, I'm struck by the remarkable resilience and capability of our organization. We've navigated complex market conditions. [Audio Gap] for their ongoing support and particularly Diane for her personal support, thoughtful challenge and collaborative approach. I also want to take a moment to recognize Alex Atkins, who retires from the Board today. Alex's contribution to Perenti goes far beyond what any formal record could capture, Her wisdom, integrity and unwavering commitment to doing what's right, have shaped our thinking, strengthened our decisions and help build the culture we're proud of today. On behalf of Perenti, thank you, Alex, for your principal leadership, your friendship and contribution to our journey. To our shareholders, thank you for your continued confidence in our strategy and leadership. This support enables us to invest in our people, our technology and our future growth. To our clients, thank you for choosing Perenti businesses as your partner. We don't take this trust lightly, and we remain committed to delivering safe, productive services that support your long-term objectives to the communities where we operate, thank you for welcoming us and allowing us to contribute to local economic development. We're committed to being respectful partners in your success and to our people, the heart of everything we do. Thank you for your dedication, your professionalism and your commitment to our shared purpose and principles. You make Perenti what it is today, and you're building what it will become tomorrow. Following, in time, I look forward to welcoming Perenti's new Managing Director and CEO. Once that person is appointed, I'll work closely with them to ensure a smooth transition that maintains continuity and the momentum of this great business. Until that time, it remains business as usual for me I'll continue to be focused on leading the company, maintaining disciplined execution of our strategy and ensuring the safe and reliable delivery of our operations globally. I'm committed to the continued success of this business. This will likely be my final Annual General Meeting as Managing Director and CEO of Perenti. It's been an honor and a privilege to lead this business over the past 7 years. Since joining in 2018, I've had the opportunity to work alongside an exceptional team, and I'm incredibly proud of what we've achieved together. From establishing our purpose and principles to shaping and executing a focused strategy and repositioning our portfolio, we've built a strong, resilient business that is well placed for continued success. The future of mining services is bright, and Perenti is well positioned to create enduring value tomorrow and beyond. Thank you for your time today, and I'll now hand back to Diane.

Thank you, Mark. As mentioned earlier, voting on all resolutions today will occur by [ Robert Cole ]. So after each item of business has been introduced, there will be an opportunity for shareholders to ask questions of the Board in relation to that item of business before shareholders cast their vote for that resolution. So I'm asking you to please limit your questions to the item of business that's being discussed. There will be time for general questions at the conclusion of the meeting. If you're using the web phone facility, please ensure you mute the webcast meeting before using the web phone. And please note that voting prohibitions apply to Resolutions 1, 5 and 7 under the Corporations Act and voting exclusions apply to Resolution 7 under the ASX listing rules. If you're in doubt as to whether a voting exclusion or voting prohibition applies to you, please refer to the notice of meeting or speak with the registry at the registration desk outside. A representative of the company's share register, MUFG will be conducting the poll as returning officer. As Chair of the meeting, I still retain the right to make all final decisions as to who may vote, the votes cast and the declaration of the results of the poll. I now call on [ Katherine Noon ] from the registry to advise shareholders on the procedure for conducting a poll in the meeting and via the online platform. Thanks, Katherine.

Today, we will be conducting a poll on all resolutions. The persons entitled to vote on this poll are all shareholders, representatives of shareholders and proxy holders. Only those who are entitled to vote at this meeting may cast a vote on a resolution. For those attending the meeting in person, you can cast your vote by filling out your yellow voting card. Please vote for, against or abstain on your voting card for each of the resolutions. If you have any questions, please see a registered team member at the registration desk outside this room. For those shareholders participating in the meeting via the online platform, you can cast your vote using the electronic voting card that you received when you validated the registration. If you have any questions about casting your vote online, please refer to the virtual meeting online guide or call us on the numbers set out in the guide on the screen in front of you. If you're in attendance today as a proxy holder and you hold open votes, those votes are yours to cast at your discretion, and you can do so by voting on each resolution accordingly. I will now hand back to the Chair.

Thank you, Katherine. I now declare the poll open and we'll move on to the formal business of the meeting. The first item of business is the financial report and accounts. Under the Corporations Act, the company is obliged to lay before this meeting the last audited financial statements and reports, which were dated the 22nd of August 2025. No resolution is required -- but I now invite shareholders to comment or ask questions on the financial reports and accounts of the company. Questions may also be asked of the auditors in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit. For those attending the meeting in person, please address all of your questions to me as the Chair. When I direct, can you please state your name before speaking and hold your yellow or blue admission card so that I can see that you are a shareholder or proxy holder. For those who are participating via our online platform, you'll be able to submit questions by registering as a shareholder or proxy holder and selecting the, Ask a Question tab or by utilizing the web phone facility. I will consider the questions submitted online after I've taken questions from the floor and from shareholders using the web phone facility. At a fairness to everyone, I ask you limit your questions to one at a time. I'll only accept questions and comments on the resolution being considered. So are there any comments or questions from shareholders in attendance today. Are there any questions from web phone participants on this item?

There are no questions via the phone.

Thank you. I'll now take questions from shareholders watching online who sent in their questions in writing. None on this item. Okay. Thank you. As there are no further questions or indeed, no questions, we'll now move to the next item of business. Under the Corporations Act, listed companies are required to include as part of their directors' report a remuneration report, which includes specified information. The directors have prepared a remuneration report to the 30th of June 2025, and it is included in the annual report on Pages 75 to 94. The Corporations Act also requires that companies put to shareholders a resolution that the remuneration report be adopted. The Board believes that the current remuneration arrangements are fair and reasonable and that the 2025 remuneration report demonstrates alignment of remuneration outcomes with the company's performance and delivery of value to our shareholders. So I now move that the remuneration report of the company for the financial year ended the 30th of June 2025, be adopted. Under the Corporations Act, the vote is advisory only. and does not bind the directors or the company. However, we take shareholder feedback very seriously, and we'll continue to review our remuneration framework to ensure that it remains appropriate. Voting exclusions apply to this resolution as described in the notice of meeting. The proxy votes received in relation to this resolution are displayed on your screen. Any open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Are there any comments or questions in respect of Resolution 1 from shareholders in attendance today. Seeing no questions in the room, I ask are there any questions from web phone participants on this item.

There are no questions via the phone lines.

Are there any questions from shareholders online?

Yes. One question from Stephen Maine. Regarding which of the same -- sorry, which of the 5 main proxy advisers, ACSI, ownership matters Glasses ISS and ASA covered Perenti this year and did any recommend a vote against any of today's resolutions, including RIM, noting that Glass-Lewis we don't have access because they don't publicly release their report.

Thank you. I'm going to consult with my company secretary. I don't think we have any issue in advising this material. And we can advise that we are covered by all of those and that there were no votes against any of our resolutions. Thank you, Stephen, for that question. Are there any other questions on the remuneration report? So if there's no further discussion, I'll now invite you to vote on this resolution. [Voting]

We'll now move to the next item of business. As stated in the notice of meeting, certain directors will retire at the AGM and being eligible, each offer themselves for reelection as directors at the meeting. All directors' details are set out in the directors' report on Pages 69 to 74 of the annual report. Details regarding Andrea Hall, one of the three directors up for reelection this year, are displayed on the screen. Andrea is an independent Non-Executive Director and Chair of the Audit and Risk Committee. She's also a member of the People and Remuneration Committee and the Nomination Committee. Before I move to Andrea be reelected, I will ask her to say a few words about her background and experience.

Thank you, Diane, and good morning, everyone. My name is Andrea Hall, and I'm a charter of the accountant with over 30 years' experience in the financial services industry. Throughout my career, I've conducted engagements across them sounds really exciting. Internal audit, risk management, corporate and operational governance, external audit, financial management and strategic planning. I began my professional career at KPMG in 1987 and retire the firm in 2012 as a KPMG partner of Risk Consulting. During that time, I worked across a diverse number of industries, including mining, infrastructure, government, financial services and transport. Given that diverse background and a strong understanding of both financial and nonfinancial risks, I transitioned to a nonexecutive director career and unsurprisingly typically chair the Audit and Risk Committee. I now currently serve as a Nonexecutive Director of Evolution Mining, Commonwealth Superannuation Corporation and its subsidiary, [ Arico ], Australian able infrastructure and Western Power. I hold a degree in commerce from UWA, and I'm a fellow of Chartered Accountants Australia and New Zealand and the Australian Institute of Company Directors. And given the importance of capital management, I've also studied a masters of Applied Finance majoring and Corporate Finance. I'll now hand back to the Chair.

So I now move that Andrea Hall, who retires in accordance with Article 60.4 of the company's constitution and being eligible, offers herself for reelection. Be reelected as a director of the company. The Board, other than Andrea Hall, unanimously recommends that shareholders vote in favor of Resolution 2. The proxy votes received in relation to this resolution are displayed on your screen. [Voting]

Open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from shareholders in attendance today. I see no questions in the room. I ask are there any questions from web phone participants on this item.

There are no questions via the phone lines.

Are there any questions from shareholders online. Thank you. So as there are no questions, I'll invite you to vote on this resolution. [Voting]

Details regarding Craig Laslett, the second director up for reelection this year are shown on the screen. Craig is an independent Nonexecutive Director. He's also a member of the Audit and Risk Committee, the Safety and Sustainability Committee and the Nomination Committee. Before I move that Craig be reelected, I'll ask him to say a few words about his background and experience.

Thank you, Diane, and good morning, everybody. I'm Craig Laslett, I'm an engineer with 40 years contracting experience, a whole Bachelor of engineering. I'm a fellow of the institution of engineers and a fellow of the Australian Institute of Company Directors. I welcome the opportunity to be part of the Print team. I've led some of Australia's largest infrastructure and mining services companies. This included serving as Managing Director of Latin contractors, where -- excuse me, where I was responsible for a broad portfolio of operations. And a workforce, both direct and indirect of about 20,000 people. My leadership journey at Layton also extended to accountability for HWE Mining and latent mining based from WA. I delivered delivering open cut and underground mining services, material processing, operating across sites in Australia and internationally. Or do I bring the Perenti team, a lifetime of contracting experience, progression from the ground up to MD and CEO. I've led large teams. I have a passion for providing people opportunities and keeping them safe. Of a passion for personal, organizational and industry learning and are always striving to do things better. Thank you for your support, and I'll hand back to the Chair.

So I will now move that Mr. Craig Laslett, who retires in accordance with Article 60.4 of the company's constitution and being eligible, offers himself for reelection, be reelected as a director of the company. The Board, other than Craig Laslett unanimously recommends that shareholders vote in favor of resolution 3. The proxy votes received in relation to this resolution are displayed on the screen. Open and usable proxies held by the Chair of the meeting will be voted in favor of the resolution. Are there any questions or comments from shareholders who are here today. Seeing nothing in the room, I ask are there any questions from web phone participants on this item?

There are no questions via the phone lines.

Are there any online questions? Thank you. As there are no questions, I'll now invite you to vote on the resolution. Details regarding Greg Walker, the third director up for reelection this year are shown on the screen. Article 59.2 of the company's constitution provides that any person appointed as a director by the directors to fill a casual vacancy or as an additional director holds offers only until the conclusion of the next Annual General Meeting of the company and is eligible for reelection at that meeting. Greg was appointed as an independent nonexecutive director with effect from the 25th of August 2025. Before I move that Greg be reelected, I'll ask Greg to say a few words about his background and experience, in particular given this first time years before you.

Thank you, Diane, and welcome, everybody. As Diane mentioned, my name is Greg Walker. I'm an international mining professional with over 45 years experience operating complex mining operations and delivering sustainable results. Throughout my career, I've had the privilege to lead teams across Australia, the United States into Canada, Tanzania, Dominican Republic as well as in [ Papua New Guinea ]. Our expertise expands to mineral processing, open cut mining, underground mining. Safety and environmental stewardship, corporate governance, along with government and corporate -- sorry, government and community, Liaison, strategic executive leadership. I've held senior leadership roles, including Executive Managing Director of Nevada Gold Mines, Senior Vice President of Operations and Operational Excellence for Barrick Gold. Executive General Manager for Barrick Gold's Pueblo Viejo operation down in the Dominican Republic. I have a post-grade diploma of [ Extractive ] Metallurgy through West Australian School mines associated with Curtin University. I'm proud to have been recently appointed to Perenti Board, and I look forward to contributing greatly to the continued success and growth of the operations. Thank you very much. And with that, I'll hand back to the Chairman. Thank you.

So at this point, I will now move that Mr. Gregory Walker, who retires in accordance with Article 59.2 of the company's constitution and being eligible, offers himself for reelection, be reelected as a director of the company. The Board, other than Greg Walker unanimously recommends that shareholders vote in favor of Resolution 4. The proxy votes received in relation to this resolution are on the screen in the room behind me and on your screens online. Any open and usable proxies held by me as chair of the meeting will be voted in favor of this resolution. Are there any comments or questions from shareholders in attendance today. One up the back here.

I'd just like to say, I think it's good that you've got to professional people from the relevant industry instead of the usual lineup of lawyers and accountants.

I think that was a wonderful comment. And just in case anybody missed it, I think we've been congratulated on the approach that we have taken to identifying the skills that are necessary for a company of the complexity and reach of Perenti. And all our directors are doing a fabulous job. Anything else in the room? Seeing nothing further. Any questions from web phone participants on this item.

There are no questions via the phone lines.

Thank you and online.

Yes, we do have one. Could new Director, Greg Walker and the Chair comment on the recruitment process that led to his appointment to the Board, was a headhunter involved, did the fullboard into the other candidates and did Greg know any of the existing directors or executives before engaging in the recruitment process.

Who's the question from?

Sorry, it's from Stephen [indiscernible].

Okay. Thank you, Stephen, for the question. The Board conducted a comprehensive process initially mapping the market. We did use independent third-party. We moved from the long list that was provided to us and some names that were known to some of our directors as appropriate people, Greg Walker was not One of those names that we communicated to our third party. We then progress through the normal process of moving from a long list to a short list. And we interviewed a number of candidates, the interviewing conducted across the entire board. I will say if I had a potential nonexecutive director, who didn't want to meet every single one of their colleagues I would be a bit startled by that turn of events, but it certainly didn't happen in this case. To the final part of the question as it relates to relationships that Greg Walker had. I do not believe there are any at all, and I'm looking down the role of directors and everyone is shaking their heads. So I think I got all the parts of that question. Stephen, comfortable with that. Great. Thank you. And thank you for the question. Are there any further questions? No. As there are no further questions, let me invite you to vote on this resolution. [Voting]

We'll now move on to special business. Under resolution 5, the company is seeking a refreshed shareholder approval of the incentive rights plan for the purposes of the financial assistance provisions of the Corporations Act. In order to facilitate the ongoing use of an employee share trust as outlined in the explanatory memorandum. The incentive rights plan was previously approved by shareholders for this purpose in 2019 when the plan was established. However, the incentive rights plan has recently been updated, and the company is seeking fresh shareholder approval this year as a matter of good corporate governance. I now move that resolution 5 as follows and as set out in the notice of meeting be passed as an ordinary resolution. That for the purposes of Section 260C #4 of the Corporations Act and for all other purposes, the incentive rights plan as described in the explanatory memorandum be approved. The Board unanimously recommends that shareholders vote in favor of this resolution. The proxy votes received in relation to the resolution are shown on your screens. And any open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Do we have any comments or questions from shareholders in attendance today? Seeing no questions in the room, I'll ask if there's any questions from our web phone participants on this item.

There are no questions via the phone lines.

Thank you. Are there any online questions?

No.

As there are no questions on this item, I'll now invite you to vote on this resolution. [Voting]

Now as mentioned earlier, the Board has decided to withdraw Resolution 6 in light of the proposed transition of the MD and CEO role in due course. As a result, No, FY '26 long-term incentive performance rights will be issued to mark this year. But let me thank again those who voted by proxy for your overwhelming support for this proposed resolution. So let's move on to Resolution 7. Under resolution 7, the company is seeking shareholder approval for the proposed grant of STI rights under the company's incentive rights plan to Mark Norwell or his nominee as part of the short-term incentive earned for FY 2025. These short-term incentive rights represent 1/3 of Mark's short-term incentive award to the last financial year, which ended on the 30th of June 2025. As Mark has already satisfied the performance hurdles relating to the short-term incentive we'll proceed to a vote on Resolution 7, which simply provides for 1/3 of a short-term incentive to be paid in the form of deferred equity rather than in cash. So I now move that resolution 7 as follows and as set out in the notice of meeting be passed as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to issue up to a maximum of 212,526 STI rights under the incentive rights plan to the MD and CEO of the company, Mr. Mark Norwell, or his nominee, as part of Mr. Norwell's short-term incentive for the financial year ended 30th of June 2025, as described in the explanatory memorandum. The Board, other than Mark Norwell, who abstains unanimously recommend that shareholders vote in favor of Resolution 7. Voting exclusions apply to this resolution, and that's described in the notice of meeting. The proxies that we've received are displayed on your screens. Open and usable proxies held by me as Chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from shareholders who are here today. Seeing no questions, I'll ask are there any questions from web phone participants on this item.

There are no questions by the phone lines.

Thank you. Are there any online questions?

There is one from Stephen Maine. Effectively, it's a quite a long question, but he's asking for a summary of past STI and LTI grants that have been -- the divested with EMD? And have you ever sold any ordinary shares in the company or bought any?

I'm assuming when he's asking you, he's relating to Mark, and I will note that this information, I think, is well available in our annual reporting. And we can refer you to those pages.

Page 90, I believe.

Thank you, Page 90 of the annual report. And Perenti obviously follows all of our disclosure obligations. And any trading by our KMP is reported to the exchange. And I will note that on the 18th of September, make sure I get the date right. Mark did make a sale of shares, which was in the more than 7 years that he's been at the organization, the first time he had traded Perenti shares. And it was conducted in accordance with Parentis securities trading policy. And just for the ease of reference, Stephen, following that sale, Mark retains a holding of [ 2,928,676 ] shares and [ 2,665,896 ] performance rights, but someone needs to inform me whether this total needs to be added on to by the STI rights should shareholders approve this today once the poll is concluded. So I'm assuming those shares would be additive to the number that I have just provided. Mark, do you want to add anything on to this, just to confirm what I've provided.

I think the other part.

It looks like we have a microphone swap.

Yes. And the other part of the question is whether I have bought any shares on market over my tenure. The answer is yes, 3 different parcels, 50,000 shares back in 2020. 100,000 shares in 2021 and then another 50,000 shares in 2023, which went family trust the first 2 were in my personal name.

Okay. Mark. And I'm looking at my chair room community, Mr. Longstaff to see if there's anything that we would like to add on to this.

Look, I'll just add what I've got here. percentage of Mark's STI as a percentage of maximum its range between 29% in 2020 to around 94.2% in 2023 as a range. So there's been a balance of alignment between shareholders and the performance of the company and the remuneration of the Chief Executive. And in the FY '25 year, as disclosed in the annual report, 74.9% of the maximum was to Mark in short-term incentive.

Thanks very much, Tim. I think we've taken all of that together, you can see that the company is following the processes for disclosure and has a remuneration system around the short-term incentive that's working as intended. That said, as I said earlier, we take these matters very seriously and continue to look at our remuneration framework on a regular basis to ensure that it remains fit for purpose. Is it possible to check with Stephen that we've got the answer that he is looking for? Or shall I move on?

I think we can move on.

Okay. Thank you. As there are no further questions, then I will invite you to vote on this resolution. We'll take a slight pause for that voting. [Voting]

So under Resolution 8, the company seeks shareholder approval to renew the proportional takeover provisions contained in Article 101 of the company's constitution. So I now move that Resolution 8 as follows and as set out in the notice of meeting be passed as a special resolution. That with effect from the close of the meeting for the purposes of Sections 136 and 648G of the Corporations Act and for all other purposes, the proportional takeover provisions contained in [indiscernible] B of the notice of meeting being Article 101 of the constitution of the company be renewed. The Board unanimously recommends that shareholders vote in favor of Resolution 8. The proxies that we've received are displayed on your screen. And any open and usable proxies that I am holding as chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from shareholders in attendance today? Seeing no questions I ask are there any questions from web phone participants on this item.

There are no questions via the phone lines.

Thank you. Any questions online?

There is one. It's not necessarily a question. It's probably more of a statement, but it's a thank you from Stephen, again, for a best practice hybrid AGM. One particular request he has is for disclosure of proxies to be made to the ASX along with formal addresses, which -- and I've -- we've received an answer to this from our lawyer. The exact number of shareholders have voted in favor and against is not typically market practice or legally required. But we do obviously release all of the votes after the meeting, and we do release the addresses as we have done this morning as the meeting started.

Thanks very much, and thank you to our [indiscernible] for the response, which I support it hasn't been our practice to do this typically. But I will say to Stephen, I'm very happy to have a cup of coffee next time we find ourselves in the same geography. So that we can have a chat about the pros and cons of that process. But as there are no further questions, I'll now invite you to vote on the resolution. [Voting]

So all resolutions have now been put to the meeting. So please ensure that you complete your vote now. If you're attending the meeting in person, please remain seated and the registry staff will collect the voting papers from you once you've completed voting. If after they've walked around you requiring more time to complete and lodge your voting paper, please raise your hand, and we'll give you more time or will assist with any questions you may have. Mark, would you mind putting mine in the bucket. Thank you. For those online, you've got 5 minutes after the poll has been closed to complete your votes. If you've got any questions having any trouble, please refer to the virtual meeting online guide or call the registry number on -- that is set out in your guide or on the screen in front of you. So I'll just pause while we get all of those yellow voting papers in. Okay. It looks like all the yellow voting papers have been collected, everyone good. All right. Thank you. Justin, am I able to declare the poll closed. Yes, I will now declare the poll closed, but online participants will have that 5-minute count down, and it will appear on your screen counting down to 5 minutes to complete your votes. The votes are going to be counted by the registry and the results of the poll will be announced to the ASX shortly. Now so in the meantime, let's move on to other business. So as I mentioned before, my address at our Annual General Meeting, shareholders are entitled as are every Annual General Meeting to ask questions about or make comments on the management of the company. And so before calling this meeting to a close, I would like to provide shareholders with the opportunity to ask any questions that you haven't had an opportunity to ask earlier. For online shareholders, please follow the steps in the virtual meeting online guide to ask a question or make a comment. And for shareholders attending in person, just please state your name and confirm that you're a shareholder or proxy holder because, of course, your voting paper has gone in the box. So are there any questions or comments from shareholders in attendance today. We've got one towards the back of the room.

[indiscernible] I'm very happy with the performance of the company. Two quick questions. progress on franking credits. And the second one is that outline new contingency plans a downturn, which inevitably will be in the economy or in mining?

Thanks very much for those questions. On franking credits, this is not something we're expecting to be able to add to our dividend in the short to medium term. Mark, do you want to make a few comments in addition to just add a bit of color to that?

Thanks, Diane. Yes, we've got [ $450 million ] of Australian gross tax losses. So the short to medium term will be more than 3 years.

And on the downturn question, obviously, Perenti is very keen to have consistency in the way we deliver to our shareholders. And the strategy has been very much to provide a diversification of our activities so that if one division in the business is going through a particular point in the cycle, we have other divisions that are able to continue to provide our growth and returns. And I think you've seen this operating over the last little while. And this was behind the acquisition of DDH1 to create the Drilling Services division as a critical mass and scale business. It's been going through some interesting time, shall we say, with real focus on production drilling a bit harder in exploration, which is intrigued us given the current commodity cycle, but I think I might hand over to Mark for a few additional comments.

Thanks, Diane. Yes, just to add in a couple of points here. Ian's coming through there. If I think about -- the contract mining division, when we look at what mines to tender on, we also look at where they sit on the cost curve. So to the point that you raised inevitably, we go through the commodity cycle. And so as we go down into a dip subject to what the commodity is then ideally, we're working at mines at the lower end of the cost curve. So they continue to operate through the down cycle. So that's certainly a focus when we're prioritizing projects that we target, particularly within contract mining. The other item that when we do go through the down cycle, which is inevitable in addition to Diane's point about the diversification of the portfolio. We do see a reduction in capital allocation. So we have our stay-in business capital. We actually generate pretty good cash through a down cycle because we're using any other fleet to deploy into existing mines and displacing new capital. So -- and that's something that's particularly with the debt markets, they've been very positive about over the last sort of 20-odd years of I guess, operating in that debt cycle. So a number of areas we focus on, ready for the downturn.

Thanks very much, Mark. Any other questions in the room? Seeing no more. Do we have any questions or comments from shareholders on web phone?

There are no questions by the phone lines.

Any questions online?

Yes. One question again from Stephen Maine. How many full-time equivalent staff do we currently have, which is the easy part of the question. And is this likely to fall over in the coming 12 months with the rapid rollout of AI, which parts of our business and operations are the most prospective for AI productivity gains? And how energetically are we embracing those opportunities?

Right. Thank you. Thanks, Steve, and that's a great question. Actually exactly how many FTE staff. Mark, do you want to record that?

Look, I'm just going to go with about 10,000.

About 10,000 Yes. And slightly less, I think, at this point than it would have been last year because of the roll-off of that contract that I mentioned earlier in Botswana. I think Perenti has done a very good job of leaning into automation and considering AI in a thoughtful way. Obviously, we're very keen on automation. As a safety angle and to be able to ensure that we engineer our high-risk tasks for our people. And we're also deeply interested and well engaged in electrification as this is going to be a very important theme for the industry and needs to be solved, not just for Perenti but for the industry as a whole because we're in this interesting dynamic where the resources that are necessary for electrification are the ones that we deliver to -- through our clients mine ownership to the world. So we've got quite a lot of activity there. When it comes to AI, we are seeing the opportunity to use some of this in our simulation tools that the idoba business use, their mine SIM will have an AI evolution pathway. But in terms of the numbers of our roles that are likely to be disrupted by AI in the short term, it will only be when automation comes first. So I think we have quite a distance to go before we see a real impact on the number of people that we have in the business. Mark, do you want to add on to that?

So completely agree with Diane's points that she's raised. We are definitely looking at applications for AI in all parts of our business, certainly with Adobe for the simulation tool that Diane spoke about, that's a key focus, but also in all other aspects of our organization. In terms of -- in 12 months' time, do we see an impact on workforce from, I guess, a reduction due to AI. The short answer is no. In terms of the business, we're looking to continue to grow the business, we might see in time, and I'd be surprised if it's within 12 months time where roles change and evolve with the application via AI. But given our growth plans and where we want to take the business, it would be redeployment of roles and new skill development within the organization as opposed to a reduction in personnel. But I think we've got a way to go down the AI path, but we're certainly looking at it.

Thanks very much, Mark. Anything further online? So thanks, everyone, for questions and comments. As I mentioned earlier, the results of the poll will be available shortly and they'll be announced by the ASX platform. Thanks for those that have come along in person for your attendance and your interest and to the shareholders and visitors who participated online. We are pleased that the technology worked today and enabled your attendance, and we thank you for joining us remotely. We look forward to your continued support in the coming year. That ends the meeting, which I now declare closed. And for those who have attended in person, please join us outside for some light refreshments. Thank you all. Thanks to the team.