Perenti Limited (PRN) Earnings Call Transcript & Summary

October 14, 2022

Australian Securities Exchange AU Materials Metals and Mining shareholder_meeting 56 min

Earnings Call Speaker Segments

Robert James Cole

executive
#1

Well, good morning, everyone. My name's Rob Cole, and I'm the Chair of Perenti. It's now 11 a.m. Perth time, and I welcome all the shareholders to the company's 2022 Annual General Meeting both here in person and online through the virtual meeting platform provided by our share registry, Link Market Services 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 accordingly. As we have a quorum present, I now declare the Annual General Meeting open. I acknowledge the traditional custodians of the various lands from which we meet today, including the Whadjuk people. We also acknowledge the Aboriginal and Torres Strait Islander people participating in this meeting. I pay my respects to elders past, present and emerging, and recognize and celebrate the diversity of our Aboriginal peoples and their ongoing cultures and connections to the lands and waters in Australia. I'm joined in the meeting by Mark Norwell, our Managing Director and CEO; Mark Hine, an Independent Nonexecutive Director and the Chair of People and Remuneration Committee; Alex Atkins, an Independent Nonexecutive Director; Andrea Hall, an Independent Nonexecutive Director and Chair of the Audit and Risk Committee; Tim Longstaff, an Independent Nonexecutive Director and Chair of the Sustainability Committee; and Craig Laslett, an Independent Nonexecutive Director, who joined Perenti earlier this year. We're also joined today by our Group Executive, Peter Bryant, Chief Financial Officer; Paul Muller, President of Mining; Sarah Coleman, President of idoba; Ben Davis, Chief People and Sustainability Officer; Raj Ratneser, Chief Legal and Risk Officer; and [ Kevin Bailey ], our Chief Strategy Officer. Craig Heatley, a partner of PricewaterhouseCoopers, the company's Auditor, is also present. I ask that all shareholders attending the meeting in person to ensure they have registered their attendance with Link Market Services at the entrance to the meeting. Shareholders and validly appointed proxies, corporate representatives and attorneys will have a yellow admission card. Nonvoting shareholders will have received a blue admission card. Please note that 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 to the -- on the company. You'll only be able to ask questions or make comments once you've registered to vote. I'd 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 has been made available to all shareholders. If there's no objection, the Notice of Meeting will be taken as read. The procedure for today's meeting will be as follows. First, I'll give a short address. This will be followed by the Managing Director's address 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 by the ASX platform as soon as the results are available. After the poll is closed, shareholders will have opportunity to ask questions about or make comments on the management of the company. Shareholders attending virtually can ask questions via the online facility or through the teleconference line. I'll now turn to my address. On behalf of the Board, I want to thank you all for attending, either online or in the room with us. I'd like to begin by introducing our new Nonexecutive Director, Craig Laslett, who was appointed to the Board in February this year. Craig's leadership experience in mining and engineering background have added significant expertise to our Board. I'm very pleased to be presenting the financial and strategic accomplishments that our company delivered in the 2022 financial year, all of which have strengthened the business to enable us to continue to deliver on our purpose of enduring -- creating enduring value for our shareholders and other stakeholders. FY '22 was a year that continued to challenge the world. However, Perenti was well equipped to deal with these challenges through its resilient, committed and innovative workforce. The company delivered a solid operational performance that translated into an improved financial outcome. Our underlying earnings before interest, tax and amortization or EBITDA of $176 million exceeded our revised guidance and the midpoint of our original guidance. More importantly, it signaled that the strategic initiatives we've put in place, such as focusing on Tier 1 mining jurisdictions around the world, turning around our African surface mining business and focusing on margins and capital efficiency are having a positive effect on performance. Everyone at Perenti has continued to work very hard to deliver a successful result for the group this year in what's been a challenging operating environment. The unique and constantly changing environment presented by COVID-19 continued to impact the mobility of our people with many of them spending long periods away from home as they worked diligently, in remote locations, to ensure we delivered value and certainty for our clients. I can’t thank our people enough for their resolve and commitment in responding to these significant issues. The impacts of COVID-19 and other global economic challenges, including the war in Ukraine, placed pressure on all businesses, including ours. These pressures remain, although we are seeing them ease in FY '23. In 2022, we took the opportunity to update our 2025 Strategy, renewing our focus on total shareholder returns. The updated strategy sees us simplify our structure and operating model and puts a greater focus on the way we allocate capital and drive business performance. As part of the strategy up, we repositioned our business structure to build a complementary portfolio of businesses made up of 3 divisions: Contract Mining; Mining Services; and idoba, our technology informed services business. Under the new structure, our corporate center will take on a more refined role and will ensure the business is set up for future success, allocating capital, developing our people, managing our brand and corporate reputation and, of course, ensuring appropriate governance. Our new operating model is simpler with a focus on clarity of internal accountability and more responsibility at the business unit level. The structure of our divisions also reflects our strategic priorities. Contract Mining is our core underground and surface mining business. Mining Services brings together some of our support services such as BTP, Logistics Direct and Supply Direct, while idoba will add value to the mining industry and Perenti by challenging and transforming the way we operate. We established idoba in July last year to service a growing market within the mining in industry. And we see our technology business as a significant long-term growth opportunity. idoba brings together data science, automation, mine and processing optimization, digital transformation and sustainability, which combined with Perenti's decades of global mining experience is a formidable combination. We've made a conscious decision to ensure idoba keeps its nimble, fast and solutions-focused DNA. It's been a relatively small investment for Perenti, but one which we're confident will become increasingly valuable in the years ahead. The strategy also builds on the divestment of a number of businesses that were not considered to be central to our future. This has allowed us to concentrate more on the delivery of improved shareholder value through the continued improvement and development of our 3 operating divisions, Contract Mining, Mining Services and idoba. In keeping with our approach to maximize total shareholder returns, we launched a share buyback pro earlier this year, which is an efficient way of returning value to shareholders and one that we believe has been very successful to date. The brief summary of our strategy and business model changes that I've provided will be expanded on by our Managing Director, Mark Norwell. But I'd like to emphasize that these changes reflect more than 12 months detailed analysis, internal challenge and strategic thinking. The Board and Group Executive have invested a lot of time in making sure we get this right. Our strategy and business model build upon the foundations for us to go forward with confidence with a renewed focus on shareholder returns from strong margins and the more efficient use of capital. There's no doubt that a significant amount has been achieved in the last year. And we have reason to feel optimistic in relation to our future financial performance and new strategy. In contrast to our operational and financial success in FY '22, we did not meet the standards we set when it comes to the safety of our people. Tragically, this year, we lost 3 of our international employees to 2 separate workplace incidents. Mark will talk more about these incidents shortly. On behalf of the Board, I wish to pass on our sincere condolences to the families and friends of Baleseng Sechele, Moses Marpaung and Troy Cameron, valued colleagues who are greatly missed. Our safety objective for our people is to have no physical or psychological life-changing events. In the wake of these incidents, the company is undertaking an external review of our safety systems, processes and culture. We know we're capable of doing better, and our commitment is that this is exactly what we will do. The Board is also very conscious of our responsibility to ensure Perenti is a sustainable business. And over the last year, our approach to sustainability has continued to evolve. We established a Board Sustainability Committee, chaired by Nonexecutive Director, Tim Longstaff; and with Alex Atkins and Mark Hine as Committee Members. New sustainability initiatives this year included the ongoing development of our decarbonization road map and our engagement in the Electric Mine Consortium, in which we're collaborating with our peers in the industry to find ways to drive down fossil fuel use. This year, we also introduced our modern slavery policy and continue to invest in the communities in which we operate with a focus on local employment and supporting local businesses. The entire mining industry received a wake-up call as serious incidents of sexual assault of women, along with harassment and other illegal and appalling behavior, was revealed in the WA Parliament's Enough is Enough report. Our position on this is clear. We will not tolerate behavior that disrespects women or indeed any of our employees. Women are a critically important part of our workforce, and we're better because of the ever-increasing presence in our business. Of course, it was a very sad time for Perenti when Ausdrill Founder, Ron Sayers, passed away in May this year. His legacy, particularly his commitment to training and nurturing young people lives on in our business now. And on behalf of the Board, I express our condolences to Ron's family and his many friends in the industry. Finally, I'd like to thank my fellow Directors for their support and guidance through the year. I also thank Mark and his leadership team for their dedication in ensuring that Perenti continues to evolve for the benefit of our shareholders, clients, people and communities. I'd like to thank you, our shareholders, for your support. And most of all, I thank our people, whose loyalty and hard work remain the lifeblood of our company. Thank you, and I'll now hand you over to Mark for his address.

Mark Norwell

executive
#2

Thank you, Rob. Good morning, everyone, and thank you for your attendance at our 2022 AGM. I'd like to acknowledge the traditional owners of the land on which we meet today, the Whadjuk people, and pay respect to their elders, past, present and emerging. I would also like to take a moment to recognize Ron Sayers, who passed away in May. Ron was a pioneer and visionary for the mining industry. Ron took West Australian mining expertise global and paved the way for many others to follow. His enduring legacy remains part of the industry, and he will forever be part of our story, having founded Ausdrill over 30 years ago. Ron is very much missed by the whole industry, and I offer my condolences to his family and friends. For Perenti, FY '22 was another challenging year, where our people continue to deliver on our current priorities, strengthen our business for long-term success and navigate global and local challenges. During the year, we delivered improved financial returns as our strategic initiatives and focus on commercial discipline converted strong operational performance into a solid financial result. Our full year revenue of $2.4 billion and EBITDA of $176 million exceeded the top end of our revised guidance and the midpoint of our original guidance. This result was only possible because of the commitment and dedication of our 9,000 employees. Our people continue to manage disruption to their work and family lives through the COVID-19 pandemic and navigated other global factors, including supply chain issues, rapid cost escalation and skill shortages. Many of our people have gone above and beyond our expectations, and I can't thank them enough for what they have done to support our clients, which in turn supports our business. Our people really are the essence of our business. This is true of most businesses, of course, but at Perenti, despite our geographic spread, we believe we have an approach that attracts and supports the best people. This makes it especially difficult for us when we do not meet the standards we set for the safety of our people. This year, we have been devastated by the loss of 3 of our colleagues in 2 workplace incidents. In May this year, Baleseng Sechele and Moses Marpaung were fatally injured at the Zone 5 project in Botswana. In Canada last year, at the Hemlo Project, Troy Cameron was also fatally injured. Our thoughts continue to be with their family, friends and colleagues of Sechele, Moses and Troy. Whilst we have been focused on improving our safety performance, these tragic events demonstrate we need to do better, which is why we initiated both external and internal reviews of safety practices and culture across the business. Combining the findings from the external and internal reviews with direct lessons from these tragic incidents and feedback from our people, we are making further changes to the way we approach safety to ensure we deliver on our objective of no physical or psychological life-changing events. As part of our ongoing focus on improving our safety performance, we continue to embed our critical risk management program, implemented a standardized HSE information system and further developed the skills of our leaders to manage safety in every aspect of their roles. These initiatives highlight some of the positive work we are doing to improve the safety of our people but as already stated, we are focused on doing more. I'd also like to acknowledge the recent incidents in West Australia where 2 mining employees were tragically lost in unrelated mining incidents. On behalf of everyone at Perenti, I would like to pay our respects to their families, friends and work colleagues. As it is at Perenti, safety is an absolute focus for the industry. And clearly, further improvement is needed to keep people safe. Moving to the psychological safety of our people. Like Rob, I was incredibly disappointed by what emerged from the WA Parliamentary inquiry in the sexual harassment against women in the FIFO mining industry. The Enough is Enough report showed our industry has a serious problem, which is unacceptable and cannot be ignored. In December 2021, we launched our It's Not OK campaign, focused on addressing any unacceptable behavior across our business. As part of the campaign, we commissioned an independent survey and held focus groups that asked our employees to tell us about their experiences in relation to bullying, harassment and sexual assault. Whilst the survey identified many positive aspects of our culture, it also confirmed that incidents of unacceptable behavior have occurred in our organization. Listening to our people is a critical first step in understanding business specific areas to improve and the positive aspects of our business we need to protect and build upon. With this information, plus findings outlined in the Enough is Enough report, we are taking meaningful steps to ensure we make Perenti a place where everyone feels safe and respected. Turning back to our financial performance. It really was a year of 2 halves, with second half EBITDA performance over 18% higher than our first half and positively our second half momentum has continued into FY '23. Over the last 2 years, the direct and indirect impacts of COVID have had a negative impact on our operational performance, specifically our profitability. Our underlying EBITDA, EBITDA margins and ROACE progressively deteriorated from the second half of FY '20 through to late FY '21 and into early FY '22. Whilst I won't be so bold as to say that the business impacts of COVID and other macro challenges are over, I will say that through the effort of our people, we delivered a stronger second half in FY '22 and that performance improvement has continued in the first quarter of FY '23. Beyond the improved financial performance, there are some other operational achievements I'd like to highlight. Firstly, our Contract Mining Division, led by Paul Muller, with iconic brands such as AMS, AUMS, Ausdrill and Barminco continues to deliver as our cornerstone division, with the underground business going from strength to strength, increasing earnings by 15% half-on-half. The contribution from our North American operations more than doubled as Red Chris and Hemlo continued to ramp up. More recently, we were also awarded a significant contract at Evolution Mining's Cowal underground mine in New South Wales. Our surface mining business within the Contract Mining Division also delivered half-on-half, an 8% increase in revenue, and importantly, a 14% increase in earnings as our focus on commercial discipline, addressing the last historical underperforming AMS contract and the ramp-up of new projects began to take effect. Our Mining Services Division, which brings together some of our former investment businesses performed well with earnings up 30% year-on-year, supported by demand for BTP services and strong performance from our Logistics Direct and Supply Direct businesses. During the year, we divested MinAnalytical, Well Control Solutions and our investment in Chrysos, generating more than $130 million of cash inflow into Perenti. This work was led by Vivienne Powe. And I would like to also thank Vivienne for driving the transformation of the division. Due to the success of reducing the scale of the Mining Services Division, Vivienne has decided to leave Perenti to pursue other opportunities. And on behalf of the Board and the Group Executive, we wish Vivienne all the best for her future. In July last year, we launched idoba, our technology-driven service business. idoba is developing a suite of products that combines data science, automation and technology services to provide clients and other Perenti businesses with mine optimization and sustainability solutions that come from out-of-the-box thinking. In FY '22, we continue to invest in building the services and capabilities of idoba, acquiring 2 complementary technology businesses Atomorphis and Orelogy. Earlier in the year, idoba entered into a partnering agreement with global giant Sumitomo to jointly develop digital mining services. Then in August, we were very pleased to see the value of idoba recognized, when Sumitomo increased its commitment by acquiring a strategic stake in idoba, implying an enterprise value of $80 million. Idoba is at the forefront of what is a rapidly growing area in mining. We have an incredibly talented team led by Sarah Coleman, that is positioning idoba for long-term growth and creation of enduring value by building recurring revenue streams. A key milestone for us this year was to launch our updated 2025 Strategy. Since setting the strategy in early 2019, we have delivered on many initiatives. These include our focus on operating in Tier 1 jurisdictions. The divestment of noncore assets and assets that did not generate the returns we require, stabilizing some elements of our business that had been underperforming and making significant progress in upgrading legacy systems and processes that are needed to effectively manage our diverse business. And while we have been pleased with the delivery and execution of key elements to date, we needed to adjust our strategy to navigate global challenges, create value from shifts in technology and sustainability, respond to societal expectations and ultimately, do more to deliver value to our shareholders. Our 2025 Strategy update provides us with a renewed focus on delivering competitive total shareholder returns. To achieve this, we have simplified our structure and revised our operating model based on greater accountability for our 3 operating divisions and a smaller, more focused corporate center. A key target under our updated strategy and operating model is a focus on the generation of free cash flow. We have identified a suite of opportunities focused on reducing our cash tax, interest costs and overhead costs as well as increasing our operating margins and moderating our growth rate. Focusing on these areas will increase free cash flows that will -- that we will allocate in accordance with our capital management policy, focused on delivering competitive shareholder returns. To continue as a successful business, we need to do more around sustainability, which is embedded within our 2025 Strategy. Sustainability in the business world has evolved beyond compliance and best practice. Businesses now need to be part of the solution when it comes to big issues such as climate change, the way we respect women in society of which the workplace is a part and how we create shared value for our shareholders, our clients, our people and our communities. As Rob discussed, the Board Sustainability Committee was established during the financial year. This has elevated sustainability to be a key component of our governance structure and will ensure appropriate oversight and strategic direction in our sustainability journey. We also published our first Human Rights Policy and progressed our Human Rights Action Plan. We are increasing our commitment to net zero emissions with our first decarbonization road map being developed and through our involvement in the Electric Mine Consortium. Electrification, as you know, will have a significant impact on the mining industry, and we need to be positioned to capitalize on this shift in technology. This year, we signed up to the 40:40 Vision, an investor-led initiative founded by HESTA, which seeks to achieve gender balance in executive teams. We are actively looking to increase the representation of women in our senior leadership positions by 2030 in accordance with the 40:40 Vision. In August, we provided FY '23 guidance, in support of our FY '25 strategic targets with FY '23 revenue expected to be between $2.4 billion and $2.5 billion, EBITDA between $185 million and $205 million and CapEx circa $330 million, with the ranges reflecting uncertainty due to the macro operating environment. As previously reported and reiterated today, the strong finish to FY '22 has continued into FY '23. And if the operating conditions, including exchange rates, remain as they are, we will see EBITDA performance heading towards the higher end of our guidance range, with net CapEx remaining at around $330 million. Beyond our operating performance continuing to improve. We have made significant and meaningful progress with our on-market share buyback over 18 million shares bought back since we announced our share buyback in June this year. In line with our capital management policy and seeking to maximize shareholder value, we will continue to evaluate and execute on capital and liability management activities if they make economic and strategic sense. At 30th of June, we had $5.6 billion of work in hand and a pipeline of $8.5 billion. We will take a disciplined approach in how we convert that pipeline to contracted work by applying the disciplines of our capital management policy, and ensuring the work we enter into is the right strategic fit for Perenti's future. Although our focus is on earnings growth and cash generation, not revenue growth without earnings pull-through. Finally, I'd like to thank our shareholders and clients for their ongoing support. I also want to express my appreciation and thanks to our 9,000 dedicated people as well as to the Board and to the Group Executive and the suppliers and contractors who make our business possible. We have had a challenging few years, but I'm pleased that we are now seeing many positive signs as the significant effort from our people is translating into improved results. By maintaining our focus and continuing to do the work required, we will deliver on our purpose of creating enduring value and certainty for everyone we work with. Thank you. And I'll now hand back to Rob.

Robert James Cole

executive
#3

Okay. Thank you, Mark. Turning to the business of the meeting. As mentioned earlier, voting on all resolutions will occur by way of a poll. 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. Please limit your questions to the item of business being discussed. There will be time for general questions at the conclusion of the meeting. If you're using the teleconference facility, please ensure you mute the sound on your device and listen to the meeting by phone until you have finished asking your question. Please note that voting prohibitions apply to Resolutions 1, 5, 6 and 7 under the Corporations Act and voting exclusions applied to Resolutions 5, 6 and 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. A representative of the company's share registrar, Link, will be conducting the poll as returning officer. As Chair of the meeting, I'll 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'll now call on [ Catherine Noon ] from Link to advise shareholders on the procedure for conducting a poll in the meeting and via the online platform. [ Catherine? ]

Unknown Attendee

attendee
#4

Hello. Today, we will be conducting a poll on Resolutions 1 to 11. 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 Link Market Services 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 or 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.

Robert James Cole

executive
#5

Thank you, [ Catherine ]. 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 circulated and which were dated August 22, 2022. No resolution's 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 to the auditors in relation to the conduct of the audit, 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 all -- address all questions to me as Chair. And if you wish to speak, please speak clearly into the microphone provided so that all shareholders can hear your comment or question. 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're a shareholder. 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 teleconference facility. I'll consider the questions submitted online after I've taken questions from the floor and shareholders using the teleconference facility. Out of fairness to everyone, I ask that you limit your questions to one at a time, and also restrict your questions and comments to the resolution being considered. I reserve the right as Chair to rule questions as not pertaining to the AGM or out of order. Are there any comments or questions from the floor on this item of business? No? Are there any questions from telephone participants on this item? I'll now take questions from shareholders watching online who've sent in their questions online in writing. Okay, there appeared -- there aren't any questions. If so -- accordingly, we'll move on 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 June 30, 2022, and it's included in the annual report on Pages 68 to 85. The Corporations Act also requires companies to put to shareholders a resolution that the remuneration report be adopted. I therefore move that the remuneration report of the company for the financial year ended June 30, 2022, be adopted. Under the Corporations Act, the vote is advisory only and doesn't bind the Directors or the company. 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 this slide, Slide 13. 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 on this item of business from the floor? If not, are there any questions from telephone participants on this item?

Operator

operator
#6

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#7

Yes?

Operator

operator
#8

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#9

What was it? No questions. Okay. Thank you. And I'll now take questions from shareholders -- sorry, that's not online. Not online as well, okay. If there's no further discussion, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#10

Okay. We'll now move on to the next item of business. As stated in the notice, 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 64 to 67 of the annual report. Turning to Resolution 2. Details regarding Alex Atkins, 1 of the 3 Directors up for reelection this year, are displayed on this slide. Alex is an Independent Nonexecutive Director and Member of the Sustainability Committee. I move that Alex Atkins, who retires by rotation under Article 60 of the company's constitution and being eligible, offers herself for reelection, be reelected as a Director of the company. The Board, other than Alex Atkins, unanimously recommends that shareholders vote in favor of Resolution 2. The proxy votes received in relation to this resolution are displayed on this slide. 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 the floor? If not, are there any questions from telephone participants?

Operator

operator
#11

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#12

And so I didn't catch that. No questions online either? Okay. Thank you. As there are no further questions or no questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#13

Turning to the next item of business, Resolution 3. Details regarding Andrea Hall, the second Director up for reelection as shown on Slide 18. Andrea is an Independent Nonexecutive Director and Chair of the Audit and Risk Committee. She's also a member of the People and Remuneration Committee. I now move that Andrea Hall, who retires by rotation in accordance with Article 60 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 3. The proxy votes received in relation to this resolution are displayed on this slide. Open and usable proxies held by the Chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from the floor on this item? If not, are there any questions from telephone participants on this item?

Operator

operator
#14

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#15

Okay. Let me -- I keep missing the end if that was both neither online or question. Are there any questions online? Okay. All right. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#16

Moving to the next item of business, Resolution 4. Details regarding Craig Laslett, the third and final Director up for reelection this year, are displayed on Slide 21. Craig joined the company as a Nonexecutive Director on 28th February this year and is based in Sydney. I now move that Craig Laslett, 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 Craig Laslett, unanimously recommends that shareholders vote in favor of Resolution 4. The proxy votes received in relation to this resolution are displayed on this slide. 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 the floor? If not, are there any questions from telephone participants or online?

Operator

operator
#17

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#18

Okay. Thank you. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#19

We now move on to special business. The first item, special business is Resolution 5. Under this resolution, the company seeks shareholder approval for the proposed grant of performance rights under the company's Incentive Rights Plan to the Managing Director, Mark Norwell, or his nominee, as a long-term incentive for FY 2022. 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 ASX Listing Rule 1014 and for all other purposes, approval is given to issue 1,969,831 performance rights under the Incentive Rights Plan to the Managing Director of the company, Mr. Mark Norwell, or his nominee, as a long-term incentive for the financial year ended June 30, 2022, as described in the explanatory memorandum. The Board, other than Mark Norwell, who abstains, unanimously recommends that shareholders vote in favor of Resolution 5. Voting exclusions applied to this resolution as described in the Notice of Meeting. The proxy votes received in relation to this resolution are displayed on Slide 26 or this slide. 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 the room? If not, are there any questions from telephone participants or online?

Operator

operator
#20

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#21

Okay. Thank you. As there are no questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#22

Turning to the next item of business, Resolution 6. Under this resolution, the company seeks shareholder approval for the proposed grant of performance rights under the company's Incentive Rights Plan to the Managing Director, Mark Norwell, or his nominee for a long-term incentive for FY 2023. 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 ASX Listing Rule 1014 and for all other purposes, approval is given to issue 2,131,541 performance rights under the Incentive Rights Plan to the Managing Director of the company, Mr. Mark Norwell, or his nominee, as a long-term incentive for the financial year ended June 30, 2023, as described in the explanatory memorandum. The Board, other than Mark Norwell, who abstains, unanimously recommends that shareholders vote in favor of Resolution 6. 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 this slide. 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 on this from the room? If not, are there any questions from telephone participants or online?

Operator

operator
#23

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#24

As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#25

Turning to the next item of business, Resolution 7. Under this resolution, the company seeks shareholder approval for the proposed grant of STI rights under the company's Incentive Rights Plan to the Managing Director, Mark Norwell, or his nominee, as a short-term incentive for FY 2022. 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 1014 and for all other purposes, approval is given to issue 515,961 STI rights under the Incentive Rights Plan to the Managing Director of the company, Mr. Mark Norwell, or his nominee, as part of Mr. Norwell's short-term incentive for the financial year ended June 30, 2022, as described in the explanatory memorandum. The Board, other than Mark Norwell, who abstains, unanimously recommends that shareholders vote in favor of Resolution 7. Voting exclusions apply to this resolution as described in the Notice of Meeting. The proxies received in relation to this resolution are displayed on this slide. 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 the room? If not, are there any questions from telephone participants or online?

Operator

operator
#26

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#27

Thank you. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#28

Turning to the next item of business, Resolution 8. Under this resolution, the company seeks shareholder approval to change the name of the company from Perenti Global Limited to Perenti Limited. I now move that Resolution 8 as follows and as set out in the Notice of Meeting be passed as a special resolution. That, for the purposes of Sections 157.1 and 136.2 of the Corporations Act and for all other purposes, the names of the company be changed to Perenti Limited, and all references to the company's name within the company's constitution be amended to reflect the company's new name, with effect from the date of registration of the new name by the Australian Securities and Investments Commission. The Board unanimously recommends that shareholders vote in favor of Resolution 8. The proxies received in relation to this resolution are displayed on Slide 32. 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 the room on this? If not, are there any questions from telephone participants or online?

Operator

operator
#29

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#30

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

Robert James Cole

executive
#31

Turning to the next item of business, Resolution 9. Under this resolution, the company seeks shareholder approval to make amendments to the company's constitution. I now move that Resolution 9 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, the constitution of the company be amended in the manner set out in the explanatory memorandum and as indicated in markup in the documents set out in Annexure B to the explanatory memorandum. The Board unanimously recommends that shareholders vote in favor of Resolution 9. The proxy votes received in relation to this resolution are displayed on this slide. 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 the room? If not, are there any questions from telephone participants or online?

Operator

operator
#32

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#33

Thank you. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#34

Turning to the next item of business, Resolution 10. Under this resolution, the company seeks shareholder approval to amend its constitution so as to allow virtual-only general meetings. I now move that Resolution 10 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, and subject to Resolution 9 being passed as a special resolution, the constitution of the company be amended in the manner set out in the explanatory memorandum to allow virtual-only general meetings. The Board unanimously recommends that shareholders vote in favor of Resolution 10. The proxy votes received in relation to this resolution are displayed on Slide 36. 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 the room on this? If not, are there any questions from telephone participants or online?

Operator

operator
#35

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#36

Thank you. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#37

Turning to the final resolution before the meeting, proposed resolution, Resolution 11. Under Resolution 11, the company seeks shareholder approval to amend the company's constitution to include proportional takeover provisions. I now move that Resolution 11 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 Annexure C be inserted as Article 101 enter the constitution of the company. The Board unanimously recommends that shareholders vote in favor of Resolution 11. The proxy votes received in relation to this resolution are displayed on this slide. 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 on this item of business from the floor? If not, are there any questions from telephone participants or online?

Operator

operator
#38

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#39

Okay. Thank you. As there aren't any questions, I now invite you to vote on this resolution. [Voting]

Robert James Cole

executive
#40

As that is the last resolution, please ensure that you complete your vote now. If attending the meeting in person, please remain seated and Link staff will collect the voting papers from you once you have completed voting. If you require 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. For those of you online, you'll have 5 minutes after the poll has been closed to complete your votes. If you have any questions, please refer to the virtual meeting online guide or call Link on the numbers set out in the guide on the screen or on the screen in front of you. Have all -- okay. Have all yellow voting papers been collected? I now declare the poll closed. Online participants, you'll have a 5-minute countdown appearing on your screen now to complete your votes. The votes will then be counted by Link, and the results of the poll will be announced to the ASX shortly. In the meantime, we'll move on to other business. As I mentioned before in my address, at an Annual General Meeting, shareholders are entitled to ask questions about or make comments on the management of the company. Before calling this meeting to a close, I'd like to provide shareholders with this opportunity to ask any questions that you may not have been able to ask earlier. For our online shareholders, please follow the steps in the virtual meeting online guide to ask a question or make a comment. For shareholders attending in person, can you please state your name and please confirm that you're a shareholder or a proxy holder before speaking? Are there any questions or comments from shareholders in attendance today in the room? If not, are there any questions on the teleconference line or online?

Operator

operator
#41

There are no questions from shareholders participating by telephone.

Robert James Cole

executive
#42

Okay. Well, thank you for that. As mentioned earlier, the results of the poll will be available shortly and will be announced via the ASX platform. For those of you who have attended in person, thank you for your attendance and interest. To the shareholders and visitors participating online, we're pleased that our technology enabled your attendance today, and we also thank you for joining us remotely. We look forward to your continuing support in the coming year. That ends the meeting, which I now declare closed. And for those attending in person, please join us for some light refreshments. Thank you.

Read the full transcript via the API

You're viewing the first half of this call. Get the complete Perenti Limited transcript — plus 251,000+ transcripts from 12,000+ companies, speaker segments, AI summaries and full-text search — through the EarningsCalls.dev API.

Get the API View API docs →

This call discussed

For developers and AI pipelines

Programmatic access to Perenti Limited earnings transcripts and 251,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.