Qube Holdings Limited (QUB) Earnings Call Transcript & Summary

November 20, 2024

Australian Securities Exchange AU Industrials Transportation Infrastructure shareholder_meeting 72 min

Earnings Call Speaker Segments

Allan Davies

executive
#1

[Presentation] Good morning, ladies and gentlemen. Welcome to this Annual General Meeting of the Shareholders of Qube Holdings Limited. My name is Allan Davies, and I'm the Chairman of the Board of Directors of Qube Holdings. It's good to be here again holding Qube's AGM both in person and at our usual venue in PwC Sydney offices and also online with Computershare's online meeting platform, meetnow. For those attending in person, I would request that all mobile phones are switched off and/or switched to silent. And I'll note that filming of the proceedings is not permitted. The hybrid meeting format allows shareholders, proxy holders and guests to attend in person or online by watching a live webcast of the meeting. By other means, shareholders and proxy holders have the ability to ask written and oral questions and submit their votes. The live webcast is also available via a link on Qube's website, and a recording of the meeting will be made available on Qube's website after the meeting. I'm advised by the Company Secretary that a quorum of shareholders is present, and so I declare the meeting open. and the agenda for the meeting is now displayed on the screen. The Notice of Meeting was made available to shareholders electronically or where shareholders had requested a hard copy, the notice has been mailed to them. The notice of meeting, together with the template voting form and the AGM notice and access fer were lodged on the ASX. They're also available on Computershare's investor vote page for Qube's AGM and on the Annual Meetings page of Qube's website. And I'll take the Notice of Meeting as read. Before I introduce the other directors and the Company Secretary and Qube's auditors, in addition to the comments in my formal remarks, I would like to say a few words now about Deputy Chairman, Sam Kaplan, who has decided not to seek reelection at this AGM, and so will retire as a director at the conclusion. Sam has been Qube's Deputy Chairman since joining the Board on Qube's corporatization in 2011. Over the years, Sam also served variously as a member and Chair of both the Audit and Risk Committee Risk Management Committee and the Nomination and Remuneration Committee. He has played a critical role in Qube's establishment and early growth and has continued to be a significant contributor to the strategic direction of the business. Sam's advice and guidance is much valued by the Board and management on behalf of whom I thank Sam for his outstanding service. Thank you, Sam. Turning now to the other directors. Also joining me on stage are Paul Digney, Managing Director; Director Alan Miles, Chair of the Safety, Health and Sustainability Committee; Director, Steve Mann, Chair of the Audit and Risk Management Committee; Director Jackie McArthur, Chair of the Nomination and Remuneration Committee and a member of the Safety, Health and Sustainability Committee; Director Lindsay Ward, a member of the Safety Health and Sustainability Committee; Director, Jill Hoffmann, a member of the Audit and Risk Management Committee and the Nomination and Remuneration Committee; and Director James Fazzino, a member of the Audit and Risk Management Committee. I'd like to specifically welcome new directors, Jill Hoffmann and James Fazzino to the Qube Board, with Jill joining in December last year and James in February this year. Jill is a member of the Nom and Rem Committee and both Jill and James are members of the Audit and Risk Management Committee. They have made positive contributions to the Board and their committees so far, and I look forward to continuing to work with them. In accordance with Qube's constitution, they are standing for election at this year's AGM and will speak to the respective resolutions proposing their election in the formal items of business. Also joining me on stage is William Hara, our General Counsel and Company Secretary; and in the audience, Mark wratten, Chief Financial Officer; John Digney, Director, Qube Logistics and Infrastructure; Michael Susser, Director of Qube Ports. We did have Todd Emmert scheduled to be here, but he had to remain in Western Australia, unfortunately. And also, we've got Ben Pratt, he is Director of Corporate Affairs. Also in the audience and reporting to the Managing Director are Emily Link, Director of People, Culture and Safety; and Shane Collins, Director, Strategy and Development. And in addition, Belinda Flynn, General Manager, Safety, Health and Sustainability; and Paul Lewis, I think he's here, Group Investor Relations and Corporate Support. And finally, in the audience is lead audit partner for PwC, the PwC audit team is Liz Stesel who is the audit partner. On behalf of the Qube Board and management, I'd like to thank Liz and her team for input and guidance over the last 12 months, and thanks also to PwC for allowing us to make this venue available for the Annual General Meeting. Before we move to the agenda items, there are several housekeeping matters I would like to cover. Firstly, in relation to voting, prior to the AGM, shareholders had the option to vote directly or appoint a proxy via providing voting forms or through the investor vote page on the Computershare website for Qube's AGM. For those attending in person, you must be holding a shareholder and proxy holder admission and voting card. You should indicate your vote by placing a mark whether you are for -- voting for, against or abstain alongside each resolution as printed on the reverse side of the voting card. You may wait until closer to the end of the meeting to complete your card as I will allow some time towards the end for you to do so. If you change your mind during the meeting, please cross out your previous vote and clearly indicate your final voting intention and initial the change. If you're eligible to vote and participating online via Computershare's meeting platform, you can vote on the platform during the AGM or even if you have previously cast your vote or appointed a proxy. Doing so will cancel your previously cast vote or proxy appointment. Voting will be conducted by way of a poll on each item of business. The poll will be taken simultaneously on all resolutions, which will be displayed as part of the consideration of the formal meeting -- formal business of the meeting. And I will shortly direct the opening of the voting system for voting on all resolutions. Once the voting system is open, a vote icon will appear as shown on the slide. Selecting this icon will bring up a list of the resolutions and present you with the voting options. To cast your vote, select one of the options. A tick will appear to confirm receipt of your vote and there is no need to hit a submit or enter button. Your vote is automatically recorded, and you will see a vote confirmation notification on your screen. Online participants have the ability to change your vote up until the time I declare voting closed, which will be at the end of the meeting. To change your vote, select click here to change your vote and press a different option to override. I will give you a warning before the poll is closed. I now declare voting in the poll open on all the formal items of business and direct opening of the voting system. The vote icon that appears on the screens of shareholders and proxy holders should soon show all of the resolutions and allow you to vote on them. In relation to questions, the first is into how you ask questions. As explained in the Notice of Meeting and following the same format as last year, we will have only one Q&A session towards the end of the meeting to answer questions on all meeting items. Shareholders and proxy holders may ask questions on the 2024 annual report, the Managing Director's presentation and the resolutions to be voted on. Question time will take place after the formal voting resolutions are shown and prior to the closing of the poll. In-person attendees holding a shareholder and proxy admission and voting card will be requested to approach the microphone in the center aisle at the start of question time, which is over here and in order to ask their question. [Operator Instructions] In relation to technical difficulties, it should be noted that these can occur with a hybrid meeting. particularly involving an online component. If any such difficulties arise during the course of the AGM as Chairman, I have the discretion as to whether and how the meeting should proceed, including whether it should be adjourned and if so, for how long. In such circumstances, and in exercising my discretion, I would consider a number of factors, including the number of shareholders affected, the extent to which participation in the meeting has been restricted. In such circumstances, I may determine that the meeting should continue and transact business, including proceeding with voting on all resolutions. If you experience technical difficulties during the AGM, please refer to the online meeting guide located on Computershare's investor vote page for Qube's AGM or on Qube's website. You can also contact Computershare by telephone on the numbers I mentioned earlier. Before proceeding to the Managing Director's presentation and the formal items of business, I would like to say a few words as Chairman. A copy of my remarks has been lodged with the ASX and will be posted on Qube's website. By continuing to deliver on its vision and strategy, Qube has achieved another strong financial performance in FY '24. The business continued to expand into new geographies, services, products and customers. At the same time, Paul Digney and his management team effectively managed ongoing cost pressures and areas of labor shortage as well as adverse weather that impacted some of our operations. Before I detail some of the financial highlights for the year, I do want to spend a moment on safety. The safety of our people and our operations is an absolute priority for your Board and for the Qube management team. While the business has a strong safety culture and has achieved some positive improvements in our safety performance during the year, regrettably, this was marked by 2 fatalities. As I informed shareholders at last year's meeting, the first was the death of an employee at our forest harvesting operations in South Australia, which occurred in September last year. And the second was an third-party contractor who died in an incident at a Victorian level crossing in December. Both were terrible events and a tragedy for the friends, families and colleagues of the men involved and for all of us at Qube. I informed shareholders at last year's meeting that the incident in South Australia was the subject of investigations, including by SafeWork South Australia. I can advise that SafeWork South Australia subsequently concluded their investigations in July this year and did not identify any failings in Qube's work, health and safety obligations with respect to this event. Nonetheless, the business has implemented a number of additional controls for its forestry operations, which is part of our commitment to continuous improvement and also includes some industry-first technology, which we hope will help raise the bar on safety for the entire industry. Turning now to our financial performance. Underlying revenue for the group grew by about 17% to $3.5 billion. Underlying earnings, EBITA grew by almost 14% to $318 million and underlying NPATA increased by just over 13% to $271 million. The key drivers of this performance included high volumes of container-related activities in the Logistics and Infrastructure business, continued high automotive volumes for AAT, partial period contributions from the acquisitions completed in the first half of FY '24 and strong earnings growth in the Ports and Bulk business unit, with most activities delivering growth in line with or ahead of internal expectations. The result in that division also benefited from the full year contribution from the Kalari acquisition. Qube also benefited from higher NPATA contributions from all of Qube's associates compared to FY '23, with the largest dollar contribution from Qube's investment in Patrick. That business delivered a record result due to very high market share, which resulted mainly from industrial issues impacting its largest competitor for part of the period. Reflecting these strong results and Qube's record underlying earnings in FY '24, shareholders would be aware that the Board increased the final ordinary dividend to $0.0515 per share fully franked. This brought the full year dividend to $0.015 per share fully franked, which was an increase of 13% over the full year dividend in FY '23. It also equated to a 60% dividend payout ratio of Qube's FY '24 underlying EPSA. Turning now to Moorebank. After successful testing and commissioning activities, the Moorebank Logistics Park IMEX terminal commenced normal automotive operations in June 2024. Qube handled around 24,000 TEU, that's 20-foot equivalent units through the IMEX in July, and productivity rates and volumes have continued to ramp up in FY '25 as new customers come online and operations are optimized. At current volumes, the IMEX is generating positive cash flow and also was EBITDA positive in the first quarter of this financial year. Pleasingly, the construction of the Moorebank Interstate terminal Stage 1a was also largely completed during the year, and it was officially opened by the Prime Minister in April and has now been handed over to the joint development model to undertake ongoing management. In relation to Board renewal, ensuring the right mix of skills and experience on the Board is a constant area of focus. And during the year, we were pleased to welcome 2 new nonexec directors to Qube. Jill Hoffman was appointed in December '23, and Jill brings more than 30 years' experience in the energy sector and across a broad range of roles, including shipping, operations, supply chain and renewables to the Board. She will speak to you further about her experience later in the meeting. We also appointed James Fazzino to the Board in February 2024. James brings extensive experience in senior leadership roles across agribusiness, mining, manufacturing and chemical industries to Qube, and he will also address this meeting later on. We also farewell 2 directors, Nicole Hollows, who resigned in November 2023 and Ross Burney, who retired in February after 13 years on the Qube Board. I would again like to thank them both for their service. I've already mentioned that Sam has decided not to renominate for the Board this year and will end his tenure on the Qube Board at the end of today's meeting. As a founder of Qube in 2007, Sam has had a long and distinguished association with this business for many years. While he will continue to be a source of strategic insight and advice, Sam will be missed around the Board table. And again, I'd like to thank him for his outstanding services to Qube. So summary and outlook. To conclude, Paul will shortly provide you with an update on the company's performance during this quarter of FY '25 and our guidance for the year. However, I'm pleased to advise that your company is in good shape and it's well positioned to continue to deliver on its vision and strategy to be the leading provider of integrated logistics solutions in Australia and New Zealand. While the economic and geopolitical outlook remains somewhat uncertain and the industrial relations environment continues to be very challenging, the business enjoys a strong balance sheet and pipeline of organic and inorganic opportunities, which will underpin growth across our key markets and geographies. The diversification of our business and our operations is a significant source of strength, and Qube expects to deliver continued underlying earnings growth in FY '25 with both the Logistics and Infrastructure and Ports and Bulk businesses expected -- are both expected to deliver higher earnings in EBITA terms. I thank my Board colleagues for their contributions in FY '24 and their continued support as well as Paul, the management team and our entire workforce for their commitment to the success of your business. Thank you also to shareholders for your ongoing support of Qube. I'd now like to hand over to Paul for a presentation on the performance of the Qube Group. A copy of Paul's presentation has also been lodged with my remarks on the ASX and will be posted on Qube's website as well. Thank you.

Paul Digney

executive
#2

Thank you, Allan. Good morning, everyone. Thanks for joining us here today. Just as Alan noted, we enjoyed a very strong 2024 year with a very pleasing result. And I'm also pleased to report that we've had a good start to 2025. I'll start on safety performance in '24 year. As Allan noted, we've got a very strong safety culture at Qube, something that we've developed over the 17 years, and we've been building on year-on-year and continue to continually improve on even though it's a very strong and healthy system and environment that we've got and an awareness culture, we're still there to improve it and develop it. The fatality of an employee and a third-party contractor in full year '24 weighs heavily still on us. We again extend our heartfelt sympathies to the families, friends and our colleagues that are saddened by those events. As Alan noted, throughout the year, we continue to strengthen and enhance our safety systems and procedures across the business. And this is consistent again with the continuous program of improvement that we run. Our performance across the safety metrics last year was a pleasing outcome. We improved across all our KPIs. To continue on that momentum and to strengthen our focus on our strong safety culture, we've recently refreshed our safety leadership program, which we do from time to time. And as you can see on the screen here, it's called Qube Safe Be Safe. Qube Safe Be Safe is a strong and simple call for safety awareness across Qube, which is designed to motivate safety behaviors and reinforce putting the importance of putting safety first. The picture there is the executive team, the Board and some of our New Zealand team just recently when we visited New Zealand and started to roll out the new branding slogan of Qube Safe. The new program is currently being launched. It's a part of our annual stock for Safety program, which we run at this time of the year over the next couple of months through Christmas, where we stop for safety. And the Qube Safe Be Safe slogan will be embedded over the business over the upcoming couple of months. Turning to the full year '24 highlights. Allan has already taken you through a number of the key numbers of the performance, so I won't call those out. However, I want to point out again, as I did at the full year, 2024 year marks the fourth consecutive year that Qube has delivered double-digit growth. That's a testament to our strategy, the quality of our assets and our systems and more importantly, our people, including my management team, which many are here today. Their hard work and their commitment and to produce these results each year makes presentations like this very easy and sometimes very boring for the audience. The 2024 performance highlights the benefits of diversification, as Alan mentioned before, and demonstration is how robust we've built this Qube business. Just touching on the key markets and their performance throughout the year. As you can see on this slide, most positive performance across all our key markets in 2024. We saw strong performance across our container logistics, our Patrick's, our automotive and energy businesses. We saw solid performance within our Bulk and Resources business despite having -- well, not us having challenges, but our customers having some volume challenges and some commodity challenges, but we're able to offset that with other benefits that Todd and his team were able to deliver. Our forestry business improved throughout the year and continued to improve into this year. And our Agri business was much lower than the previous year, coming off a very strong result in 2023. And throughout the year, we continue to see a whole wave of opportunities for growth, a strong pipeline of opportunities and some of that we're enacting on at this current time. Moving on to the first quarter performance and an outlook for 2025. In August, we provided our 2025 outlook across these markets. And as you can see on this slide here, a quarter into the year, we are tracking broadly in line with that guidance a couple of months ago. On the automotive front, operational activities were slightly below our expectations in the first quarter, but AAT was slightly up, although that is below last year's prior corresponding period due to AAT having a high surge in activities this time last year. We've also noted on the slide here a bit of an update on MIRRAT. We continue to work with the ACCC in regards to that proposed transaction, and we hope to hear favorably soon from the ACCC. In regards to forestry resources, energy and containers, they're all in line with our expectations and positive. Patrick's is slightly up on our expectations. Although, again, like AAT, they are below the prior year. As Alan mentioned before, Patrick's had some one-off benefits from market share through industrial relations issues with one of our major competitors. And in agriculture, in the agri side of things, we are well ahead of expectation. It's been a strong start to the season in agri with earlier utilization of our rail assets and our other assets within the agri business. We had an extremely positive impact through the grain operation, which we commenced -- the grain trading operation, which we commenced last year. And on that note, like I do each year, I'd like to share a video on a part of the business. So this year, the theme is on Qube Agri. So I've got a short video that I'd like to show now. It talks about the agri business and how we built the agri business, especially in New South Wales, the inclusion of the grain trading desk and how that adds to the suite of assets. So if I can share that video now, Ben. [Presentation]

Paul Digney

executive
#3

So Qube maintains its guidance for the full year. Overall, we expect to -- we continue to expect growth to be modest compared to the strong growth rate that we achieved in 2024. Our strategy has both an operational focus and a financial focus as outlined on this slide. You may have seen this morning that we have been assigned an investment-grade credit rating by 2 rating agencies, Fitch and S&P Global. Both have assigned Qube with a BBB credit rating. This is a positive recognition of the strength and resilience of our business and earnings that we've delivered for many years. And it's an important step in our strategy to further diversify our funding sources. So in closing today, I'd like to thank the Board and shareholders for their ongoing support. And I thank you, my management team and your teams for the commitment to Qube values and to making Qube thrive. But finally, I would also like to make acknowledgment the contribution of Sam Kaplan to Qube over the many years. I've been privileged to share with Sam since the start since 2006, the ambition of building a place like Qube with Sam. So I've been along the journey at the same time as Sam. You'll be dearly missed at a Board, stepping down today, but you'll always be a part of the Qube family, something that we've built together, not just you and me, Sam, but the whole Qube team has built over the years. Thank you, Sam. You'll be missed, but you'll always be a part of our family. If it's okay, I would want a round of applause for Sam.

Allan Davies

executive
#4

Thank you, Paul. I'll now turn to the formal proceedings, which involve consideration of the FY '24 financial statements and reports and voting on the resolutions as set out in the Notice of Meeting. The first item of business is to receive and consider the company's financial report, the directors' report and the auditor's report for the financial year ended June 30, 2024. These are contained in the 2024 annual report, which was lodged with the ASX, made available to shareholders and is available on our website. As is common practice with most companies, the reports will be tabled but will not be the subject of a resolution as it's not required by the Corporations Act. I'll invite shareholders and proxy holders to ask questions on the management of the company or the annual report and questions may also be asked of the auditors relating to the conduct of the audit, the preparation and content of the auditor's report, accounting policies adopted by the company and the auditor's independence in carrying out the audit. All questions should be addressed to me, and I will then request our auditors and/or a senior -- a member of the management to respond to the question as applicable. As mentioned, questions will be answered during question time towards the end of the meeting. We'll now move on to the resolutions to be put to the meeting as set out in the Notice of Meeting. Detailed information on each of the resolutions is contained in the explanatory memorandum included with the notice. Qube's constitution allows the Chairman to demand a poll, which, as mentioned, I have done for each resolution. As advised in the notice as Chairman of the meeting, I will vote all undirected and available proxies for each resolution. The votes for these resolutions, together with the votes cast at this meeting will be added and the final result lodged with the ASX. I put each resolution on the notice of meeting before shareholders and move that each resolution be adopted. I'll now introduce each resolution in turn. The first resolution is Resolution 1 is to continue the election of Jill Hoffmann as a director. Jill was appointed by the directors to fill a casual vacancy on the Board in accordance with the company's constitution with her appointment taking effect from the 15th of December 2023. Information on Jill's professional experience is contained in the annual report and the explanatory memorandum in relation to this resolution. The directors other than Jill, given her interest in this resolution, unanimously recommend you vote in favor of the recommendation of the resolution. I now invite Jill to speak to the resolution.

Jillian Hoffmann

executive
#5

Thanks, Allan, and good morning to you all. As Alan mentioned, I joined the Board of Qube in December 2023. And today, I seek your support for election as a Non-Executive Director of your company, and I'm honored to stand for election. I'd like to share my background and what I believe I can bring to the Board of Qube and the Broad Qubefamily. I have 16 years of executive and nonexecutive director experience in the resources, infrastructure and industrial sectors. I have also over 30 years' experience in the resources sector across a broad range of operational and strategic executive roles. And I think collectively, this experience aligns well with Qube's operations. I therefore bring to Qube experience and an understanding of ports, rail, operations, business risk, stakeholder management, supply chain, renewable energy and a broad and deep commercial expertise across the value chain, including shipping, M&A and trading. My commitment to our shareholders is that I'll bring all that I have learned in support of Qube's strategy of being Australia's leading provider of integrated logistics solutions. And I also commit to treat all our stakeholders respectfully and fairly. I appreciate your support, and thank you.

Allan Davies

executive
#6

I'll now refer you to the screen showing the pre-AGM direct and proxy voting results and the percentage figures shown in this and the other voting results slides around it to 2 decimal places. For those attending in person, please indicate your vote for resolution 1 on your voting card, or if you are participating online, please cast your vote through the voting system. [Voting]

Allan Davies

executive
#7

Resolution 2 is to consider the election of James Fazzino as a director. James was appointed by the directors to fill a casual vacancy on the Board in accordance with the company's constitution with his appointment taking effect from the 22nd of February 2024. Information on James' professional experience is contained in the annual report and the explanatory memorandum in relation to the resolution. The directors, other than James, given his interest in this resolution, unanimously recommend you vote in favor of the resolution. And I now invite James to speak to the resolution.

James Fazzino

executive
#8

Thank you, Chairman. It's an honor to stand before shareholders seeking election to the Qube Board. In terms of my relevant experience, I am the former CFO and CEO of Global Agri and Explosives business, Incitec Pivot, which is an ASX 50 listed company with operations in 13 countries and selling into 21 global markets. That's equipped me with a deep understanding of strategic leadership, financial acumen and the complexities of global markets. Specifically, I have deep experience in agri businesses. And actually today, Chair Rabo Bank in Australia, which is part of the world's largest agri bank, Rabo, and also mining, which, of course, are 2 of Qube's key markets. Specifically with regard to logistics, Incitec Pivot owned a business by the name of Dyno Nobel Transport International, which ran explosives logistics, trucks, warehouses, domes and magazines up and down North America, including the famous Ice Road truckers if you're into American Reality TV. In Australia and also North America, we ran trains, delivering bulk and liquid cargoes in Queensland. And overall, the business handled around about 15 million tonnes of commodities. I also have experience in marine operations via my chairmanship of Tassal. As a nonexecutive director, my commitment is to leverage this experience to provide thoughtful oversight and strategic guidance. I believe in fostering a culture of transparency and accountability, but importantly, ensuring the business remains agile and responsive to challenges and in particular, keeping Qube's entrepreneurial culture and mindset. My goal is to contribute to a Board that only meets -- not only meet its fiduciary responsibilities, but also champions long-term value creation for shareholders. Thank you.

Allan Davies

executive
#9

Thank you, James. I now refer you to the screen showing the pre-AGM direct and proxy voting results. The percentage figures shown in this and the other voting results slides are rounded to 2 decimal places. Please indicate how you wish to vote for resolution 2 on your voting card or through the online voting system. [Voting]

Allan Davies

executive
#10

The next resolution is resolution 3, to approve the adoption of the 2024 remuneration report. The remuneration report is part of the director's report included in the annual report. Information on this resolution is contained in the explanatory memorandum, which also includes a message from Jackie McArthur as Chair of the Nomination and Remuneration Committee. The Corporation Act requires that listed companies put a nonbinding vote to shareholders to voice their opinion on the remuneration report. Key management personnel, including directors and their closely related parties are excluded from voting on the remuneration report unless there's directed proxies for shareholders eligible to vote. The directors consider that the remuneration report policy -- the remuneration policies adopted by the company are appropriately structured to provide rewards which are linked to the performance of both the company and the individual. The directors encourage all shareholders to cast their vote and unanimously recommend shareholders vote in favor of this resolution. I refer you to the screen showing the pre-AGM direct and proxy voting results. Please indicate how you wish to vote for Resolution 3 on your voting card or through the online voting system. [Voting]

Allan Davies

executive
#11

The next item of business is Resolution 4, to seek shareholder approval for the issue of securities under Qube's equity plans rules for a maximum period of 3 years. As noted in the glossary of the Notice of Meeting, the equity plans rules comprise the terms and conditions of each of Qube's employee incentive plans together with the equity plans administration or EPA rules. The EPA rules are a set of common terms and conditions underpinning the offer, issue and exercise of securities under Qube's employee incentive plans. The terms of the equity plans and the EPA rules are summarized in the explanatory memorandum. Securities comprise rights to shares and shares resulting from the conversion of these rights upon satisfaction of the conditions of the equity plan rules. It should be noted that Qube's nonexecutive directors do not participate in employee incentive plans. They may only choose to participate in Qube's NED Non-Executive Director equity plan, which is a salary sacrifice arrangement under the rules of which Qube must only acquire existing shares by on-market purchase. Listing Rule 7.1 restricts the number of equity securities that without shareholder approval, a listed company may issue in any 12-month period up to 15% on the number of ordinary securities on issue at the start of the period. If shareholders approve this resolution, any securities issued pursuant to offers under the equity plan rules within a 3-year period from the date of the AGM will satisfy exception 13 to Listing Rule 7.2, such that the securities will be excluded from calculation of the 15% limit. This will provide the Board with greater flexibility when considering any further necessary fundraising. While the approval sought and permitted under the listing rules for 3 years and an equivalent resolution was passed at the 2022 AGM, Qube intends to refresh the approval every 2 years in order to provide greater transparency and better assist in management of the shareholder approval limit on the number of securities that may be issued under the equity plan rules. The directors other than Paul, given his interest in the outcome of this resolution, unanimously recommend that shareholders vote in favor of the resolution. I refer you to the screen showing the pre-AGM direct and proxy voting results. Please indicate how you wish to vote for the resolution -- for resolution 4 on your voting card or through the online voting system. [Voting]

Allan Davies

executive
#12

The next item of business is Resolution 5 to seek shareholder approval in accordance with Listing Rule 10.14 for the grant of rights to Managing Director, Paul Digney as the deferred equity component of his FY '24 STI award under Qube's short-term incentive plan. A summary of the plan terms is included in the explanatory memorandum in relation to this resolution. Under the plan, half of the FY '24 award is granted in the form of rights to acquire ordinary shares and deferring for 12 months. The allocation value is based on the 10 trading day volume weighted average price of Qube shares following the announcement of Qube's FY '24 financial results, which occurred in August this year. Subject to shareholder approval, Paul's rights will be granted shortly after the date of this meeting. The directors other than Paul, given his interest in the resolution, unanimously recommend you vote in favor of this resolution. I'll refer you to the screen showing the pre-AGM direct and proxy voting results. Please indicate how you wish to vote for Resolution 5 on your voting card or through the online voting system. [Voting]

Allan Davies

executive
#13

The next item of business is resolution 6, to approve the FY '25 award of performance rights under Qube's long-term incentive plan to Managing Director, Paul Digney. A summary of the plan, which commenced in financial year '23, is included in the explanatory memorandum in relation to this resolution. The plan is designed to align the interest of the Managing Director and other senior execs with the interest of shareholders by providing them the opportunity to receive Qube shares, subject to satisfying the performance and service conditions of the award. The directors, other than Paul, given his interest in the resolution, unanimously recommend you vote in favor of the resolution. And I'll refer you to the screen showing the pre-AGM direct and proxy voting results. Please indicate how you wish to vote for resolution 6 on your voting card or through the online voting system. [Voting]

Allan Davies

executive
#14

The next item of business is resolution 7, to seek shareholder support for the grant of financial assistance by the Stevenson Logistics and Coleman Corporate Group's in connection with their acquisitions in November 2023 and August 2024, respectively. Stevenson Logistics is a container transport logistics operator located in the port precinct of North Fremantle. The acquisition has assisted Qube to expand its capabilities and exposure to the agri export market in Western Australia. Coleman is an integrated transport logistics and storage business supporting the security-sensitive ammonium nitrate supply chain in Western Australia. The acquisition has provided Qube with a platform to enter this market and used Qube's financial and operational capabilities to support further growth and deliver operational improvements for this business. Both acquisitions were funded by borrowings under Qube's group loan facility. This facility is supported by a Qube Group guarantee. And it's the intention to now join the Stevenson Logistics and Coleman Corporate Groups to this guarantee. Entry into the supporting guarantee could be considered giving a financial assistance by the companies and these groups through the acquisition of their own shares, which requires shareholder approval under the Corporations Act. As noted in the explanatory memorandum, the shareholders of these companies have provided their approval as the companies and our subsidiaries of Qube Holdings listed holding company, Qube shareholders must also give their approval. The purpose of this resolution is to seek that approval. The reasons for giving the financial assistance is set out in the explanatory memorandum. And the directors unanimously recommend the shareholders vote in favor of this resolution. I refer you to the screen showing the pre-AGM direct and proxy voting results. Please indicate how you wish to vote for resolution 7 on your voting card or through the online voting system. Okay. Q&A. We'll now proceed to the Q&A session. As previously mentioned, when asking your question, please state or note your name, whether you're a shareholder or which shareholder you represent by proxy and any affiliation you may have with a relevant organization. I reserve the right not to permit a person to ask a question who has not provided this information, and to limit the number of questions a person may ask. If, due to time constraints, we are not able to answer all of the questions at this meeting, answers to these questions as moderated will be posted on Qube's website after the meeting. I'll commence by calling on shareholder or proxy holder questions from the floor, followed by shareholders or proxy holders who have called in. And finally, we'll take written questions submitted ahead of the meeting or via the online meeting platform. I'd now like to call on questions from the floor. And if you'd like to ask a question, please form a line at the microphone like I did over here. And you must be holding a shareholder and proxy holder admission and voting card and I'll determine the appropriate person to answer the questions.

Philip Laird

shareholder
#15

Thank you, Mr. Chairman. My name is Philip Laird, a shareholder. Firstly, I'd like to join in thanking your thanks to the Managing Director to Mr. Kaplan over 17 years. My first question is, I understand you've acquired new locomotives in the last year. Can you outline how the commissioning is going and how they've been put to use, please?

Allan Davies

executive
#16

Thanks, Philip. I'll let Paul respond to that.

Paul Digney

executive
#17

Commissioning is going well. And some of those locomotives are going on the grain activity, which I just presented before. So that's probably where the majority of those locos are heading at this point in time.

Philip Laird

shareholder
#18

If I may follow up, 2 questions. You mentioned the grain is one looks to Canada, like Canadian Pacific Railway. The increase in productivity they had in grain movement is quite incredible in the last 5 years. Now is Qube engaging with the New South Wales government to try and get axle loads increased on the grain network and to get rid of temporary speed restrictions?

Allan Davies

executive
#19

I'll let Paul deal with that one, too.

Paul Digney

executive
#20

I mean, we're forever lobbying or trying to advocate a better rail network and a better rail system. So the team would be looking at those avenues in certain areas where there is restrictions, obviously, making sure it's also safe at the same time.

Philip Laird

shareholder
#21

And a final one, if I might. Any -- Moorebank, I think, quite an exciting development. Any chance of increasing the throughput through Moorebank, not only through the IMEX, but also the interstate and to help that make more attractive as Qube engaging with the Commonwealth or the ARTC to get rid of the all too many temporary speed restrictions and to start planning to get rid of some permanent speed restrictions from Moorebank to Melbourne and also that go track from Broadmeadow to Caseyrich.

Paul Digney

executive
#22

Similar to the grain question, yes, I mean we're forever lobbying for a better network and -- with ARTC and government and state governments. We will continue to force our request for a better network and lobbying.

Allan Davies

executive
#23

Philip, just to finish off Paul's comment, you asked about the throughput at Moorebank. As I mentioned in my comments, it's -- the run rate is about 250,000 TEUs at present, and we're seeking to increase that over the longer term to about 1 million. And that takes us -- that will take a series of infrastructure improvements and equipment and volume improvements as well from customers.

Philip Laird

shareholder
#24

Could that extend to battery electric locomotives using electricity from solar panels at Moorebank?

Allan Davies

executive
#25

That hasn't been considered as yet, but I'm sure it will be in due course.

Peter Gregory

attendee
#26

Good morning. Peter Gregory is my name. I'm here as a shareholder myself, but also as the representative of the Australian Shareholders Association. With the ASA, I'm representing 103 proxy holders, proxies who have a total of 2.4 million shares. I also note that about half of Qube shareholders have less than 5,000 shares. So Allan, I'd like to thank you and the people of Qube for your interaction with us. It's been very constructive and positive. So thank you for that. Also, I'd like, on behalf of individual shareholders, to thank you for the great results that have been achieved for the last year and to hear Paul talk of the progress and outlook for this coming year. So thank you. I'd like to talk about acquisitions. Firstly, can you describe the synergies that Qube will gain from the acquisitions of Pinnacle in New Zealand, Stevenson in Fremantle, Coleman in Western Australia and the MIRRAT vehicle handling in Victoria? And secondly, given that Qube has progressively become a larger player in the supply chain space, how is it managing its relationship with ACCC? And do you expect that a time might come when Qube's market position might constrain its ability to expand and grow?

Allan Davies

executive
#27

I think that's right up Paul's alley, that question.

Paul Digney

executive
#28

Thanks, Peter. On the acquisitions, hopefully I'll catch those. The Pinnacle acquisition in New Zealand, there is obviously synergy benefits across the New Zealand corporate office and the others across the group. Also, that acquisition has commercial and systems synergy value with Australia. We have common operations and common customer base. So there's synergy value there. The Stevenson acquisition complements our Fremantle logistics business. And so does Coleman's in the bulk space, in the Qube bulk space where it complements our inbound mining logistics, which has synergy value with Kalari as well, which was one of the acquisitions we did 12 months ago. And the last one -- the last one was MIRRAT, yes?

Allan Davies

executive
#29

Yes.

Paul Digney

executive
#30

Okay. So yes, MIRRAT's is a unique asset, stand-alone asset, quality asset. It will have some small synergy value across the AAT head office as we -- as that becomes a part of that business going forward. Hopefully, that answers the acquisitions. On the ACCC, I mean, in most of our key markets, we are -- we've built a really good business, and we're seen to be #1 in that space, especially from a supply chain point of view and an integrated point of view. But we are we do have still very low market share. I mean, the very fragmented markets that we operate in, in regards to the logistics space. So I don't see much of a change in that landscape with the ACCC. We'll continue to engage with the ACCC. We'll continue to deal with them when required and by law. And we'll continue the same relationship with the ACCC, present information, be proactive and continue to work with us. So I think we've got a lot of bandwidth capacity in the markets we are in regards to the market share that we currently have, even though we are seen as one of the bigger players, but we may only have 10% in a market.

Peter Gregory

attendee
#31

Okay. I'd like to ask about decarbonization, a key focus area for Qube. Recognizing that with your extensive use of diesel, you operate in a difficult-to-abate sector. We also see the great progress that Qube has been made with an 18% improvement in intensity in FY '24 compared to FY '23. What do you see that you might be able to achieve in the next couple of years? And how is decarbonization going to be good business for Qube?

Paul Digney

executive
#32

Probably over the next couple of years, we'll continue to do what we've been doing. We've been proactive to a point that we haven't been uncommercial. We've been very pragmatic about what we can and can't do. Our biggest challenge is still around heavy vehicles and finding a solution for a green solution for those and not being reliant on diesel. Over the course of the last couple of years, we've replaced a lot of our trucks with Euro 6 -- now Euro 6 technology. So less emissions, less fuel burn. So there's been a significant investment in that. We probably brought that investment earlier than we normally would do through a replacement program. We've introduced hybrid straddles in Patrick's just recently. We're bringing electric reach stackers into Australia and starting to trial that. Wherever possible, we're starting to convert to green electricity across our sites and facilities. I'm probably missing a lot of other things that we've done. We're trialing battery swap-outs in heavy vehicles, and we continue to do trials on new technologies. So we'll continue to do all of that and position ourselves in a position that when the customer wants to make a change and maybe it's not overly commercial for them to do, we'll be in a position to do it compared to our competitive peers. So I think we're ahead of the game, but we're not going too far ahead of the game and being uncommercial and pricing ourselves out of the market. So that's that balance at the moment for us. I think we're doing it very responsibly.

Peter Gregory

attendee
#33

Okay. I'd like to ask about the grain trading business, which is quite a new kind of business for Qube to be involved in. Can you please share how you've been able to embed that business into Qube? How you've been able to embed into Qube the right skills to manage that business? And how is Qube managing the different kind of risk that, that business presents?

Paul Digney

executive
#34

Yes. We've employed some experienced grain traders over the course of the last 6 to 9 months. And with a combination of existing people within our management team that have had that experience and experienced what we call agri management. So we've got a really good team. We've assembled it reasonably quickly. What we have in Qube, we've got a grain trading mandate, which has very strict guardrails around trading risk. So we may be leaving a bit of profit on the table, but that's the whole idea of our our grain trading desk was to the strategic intent of that was to complement our assets and to feed our assets first. So we've got some really strict guardrails around the risk on trading so that's minimized. But the whole intent of it and the team that we put in place is about utilizing our upcountry assets, our rail assets, our handling terminals at the port to make sure they're as efficient as possible. And so far, so good. We've had some really good outcomes, and that's why it's when I said before that our agri business over the first 4 months this year has beat our expectations because of the efficiencies we've been able to bring and been able to optimize booking systems because we've been trading some grain ourselves with our customers and making sure there's taking out some inefficiencies in the supply chain.

Peter Gregory

attendee
#35

Thanks, Paul. Now a question for Alan or rather a comment. Qube publishes a Board skills matrix that list both critical skills and general skills. And for each skills, the number of directors who have limited general, advanced or expert knowledge are shown. This is very helpful for shareholders in determining how they vote the election of directors, but ASA would prefer to see the actual skills of each director listed. And then making a comment on the skills matrix itself. From the information provided, it appears that Qube has a need through their Board succession planning to have directors expert in technology, data oversight, innovation and disruption oversight and digital oversight. Many traditional businesses are seeing opportunities to use data to improve their productivity, efficiency and to create added value that can be monetized. On Page 37 of Qube's annual report, it describes excellent work that is being done and is making a difference with innovation and technology with the capability it has within the organization. However, it's becoming increasingly important that Boards have the expertise and understanding that can further challenge and guide the innovative use of technology to the benefit of customers and shareholders. In further Board succession planning, ASA encourages Qube to address this skill shortfall.

Allan Davies

executive
#36

Peter, just in relation to the first comment, we note your comments. So thanks for making that point. But at this point, we'll continue to show the skills matrix in the way we do. In relation to the second point about technology, it's a very interesting point. And I think recently, I made the point that to get a -- or to find a director who has that expertise in significant amounts is difficult when you also need the director to have additional skills. So what we have opted to do is to ensure that our needs are as up to speed as possible with the technical and I guess, the technical and IT requirements of the company, and we buy in expertise as required to assist. And short of having a chat the wheel on mask, that's the sort of continued path. It gives us a broader -- a broad approach to this rather than having one director who's just uni capable, if you like, in one skill. So it's an evolving situation, and it's one which we -- we're very alert to because there's a lot of technology, which Qube has to deal with each day, each week, et cetera. But it's -- and over time, I expect it will evolve into potentially something a little bit more than what we're doing presently, but that's our approach at present.

Peter Gregory

attendee
#37

Okay. No, thanks for that. If I can now turn questions to Jill and James. Jill, from the information provided to shareholders, you appear to have a very relevant background, good understanding of supply chain, shipping and experiences that will add value to Qube. However, it appears that from the information that we've got, that you have rather limited commercial nonexecutive director responsibility. Could you please comment on this? And also just comment on how you've integrated yourself into the Qube business.

Jillian Hoffmann

executive
#38

Okay. Thank you for your question. I think I'll take the first one in terms of commercial first. From my executive career, I've been involved in commercial transactions right across the value chain, whether that's M&A, I was headed also marketing and trading and supply chain. And then the second part of that is I was recruited to the Fremantle Ports Board because at the time, they were looking for commercial expertise, and I was on that Board for 9 years. During that tenure, our financials changed significantly. We had a 250% increase in operating profit, a threefold increase in EBITDA and rate of return increased to double digits and peaked at 16.5%. And part of that was actually taking a more commercial approach to the business. Your second question was about how I've integrated myself into Qube. Firstly, I'd say that management have been incredibly helpful in bringing me up to speed. And then the second part of that is I've also spent quite a bit of time doing site visits. whether they're up in Kalgoorlie, Geraldton, Bunbury, Melbourne, Sydney and also New Zealand. And I think getting on the ground gives you a really good insight in terms of the health and safety culture of the business and the culture of the business as a whole. But you always learn things that you never learn in the boardroom by getting on site. So for me, that's been invaluable as well as through sharing of information with my fellow directors.

Peter Gregory

attendee
#39

Okay. James, can I say to you that in addition to becoming a Qube director, you appear to have a number of other challenging responsibilities. Can you assure shareholders that you'll be able to dedicate sufficient time and attention to this exciting company? Also, can you tell us how you became integrated to Qube.

James Fazzino

executive
#40

Yes. Well, actually, similar to Jill, we got out and saw the operations. Obviously, given some of the other things I do, I talk to a lot of Qube customers and interact with them naturally. And specifically on the finances, I've done a deep dive with those with the CFO and his team, given that I sit on the Audit Committee. In terms of time, on average, Peter, I work 3 days a week, and that's reading Board papers, attending Board meetings. It's actually interacting with regulators, talking to customers, interacting with management. And I do a little bit talking to the federal government and the opposition. Importantly, that leaves me 4 days to think, which is the key role of nonexecutive director. So I can assure shareholders that I do have time for the role.

Peter Gregory

attendee
#41

Okay. Thank you very much. That's it. Thanks, Allan.

Allan Davies

executive
#42

Thanks, Peter. Are there any other questions from the floor? John? I'd now like to request any questions by telephone, Ben.

Unknown Attendee

attendee
#43

There are no questions on the phone or online now.

Allan Davies

executive
#44

Okay. So we'll move on to the online questions.

Unknown Attendee

attendee
#45

There are no questions online.

Allan Davies

executive
#46

No questions online either. Okay. All right. So that's -- that's the end of the questions. And so I'll shortly instruct the poll and voting system be closed. Please ensure that you've cast all your votes on all resolutions, and I'll just now pause to allow time to finalize votes. For those voting in person, once you've completed your voting card, please place it in the ballot boxes that are now being walked around by the Computershare representatives. If any shareholders in the room need more time to complete their voting card, please raise your hand. [Voting]

Allan Davies

executive
#47

No one's got their hand up. All right. Are there any other voting cards to be handed in? Okay. As voting has been completed and there are no other matters to be transacted at the meeting, I declare the poll closed and instruct that the voting system now also be closed. And all voting cards and previously received voting forms be retained for 6 months and after, that destroyed. And as there are no other matters to be transacted at this meeting, I declare the meeting closed. A senior representative from Computershare has appointed to be the returning officer. And following confirmation by Computershare, the final results will be announced on the ASX today, and they will also be posted on our website. So just as a final comment, I'd like to thank you again for your attendance, and look forward to your continued support of Qube. Thank you very much indeed.

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