Transurban Group (TCL) Earnings Call Transcript & Summary

October 8, 2020

Australian Securities Exchange AU Industrials Transportation Infrastructure shareholder_meeting 102 min

Earnings Call Speaker Segments

Lindsay Maxsted

executive
#1

Good morning, ladies and gentlemen. My name is Lindsay Maxsted, and I'm the chair of the Transurban group. Welcome to the 2020 Annual General Meetings. This morning, we are holding 3 meetings concurrently. This is the Annual General Meeting for Transurban Holdings Limited, Transurban International Limited and Transurban Holding Trust. We have a quorum, so I declare the meetings open. I would like to start by outlining some of the procedural matters associated with this meeting, given that we are meeting in a virtual environment. The Board and I value the opportunity to meet with you at our Annual General Meetings. However, this year, government restrictions as a result of the COVID-19 pandemic and the priority to keep you, our security holders as well as our employees and the community safe, have meant that we must hold the meetings virtually. This, of course, is a new experience for us and, no doubt, for many of you as well. And we've worked diligently to ensure the broadcast runs smoothly. However, should you experience any technical difficulties, a recording of the meetings will be available on our website after the meeting. As outlined in the Notice of Meetings, security holders have the opportunity to vote and ask questions of the Board in real time during the business section of today's meetings via the Lumi AGM online platform. A virtual AGM online guide is available on our website and includes a step-by-step guide on how to attend and participate in the meeting. The guide also includes a phone number to call should you require assistance during the meeting. The online platform is now open for security holders' questions, which I encourage you to submit as early as possible in the meeting. Also, in order to provide everyone with an opportunity to vote, and in case anyone who cannot stay for the whole meeting, I will now formally open the poll on all resolutions. On behalf of Transurban, I would like to formally acknowledge the many traditional owners of country throughout Australia and recognize their continuing connection to the lands, waters and communities. We pay our respects to Aboriginal and Torres Strait Islander cultures and to elders, past, present and emerging. I'm currently in Melbourne, and would like to acknowledge the tribes of the Kulin Nation as the traditional owners of country where I'm situated today. The Notice of Meetings was made available to all of you. And with your consent, I will take that document as read. I would now like to introduce the directors and our company secretary. In attendance virtually today, our independent nonexecutive directors, Mark Birrell; Terry Bowen; Neil Chatfield; Sam Mostyn, Christine O'Reilly; Peter Scott; and Jane Wilson; as well as our Company Secretary, Fiona Last. Whilst our Chief Executive Officer, Scott Charlton, joins us from Transurban's office in Sydney. Terry Bowen was appointed as a nonexecutive director in February of this year, and he is standing for election today. I'd like to welcome Terry to his first Transurban AGM. Terry has been an excellent addition to our Board, having extensive financial, strategic and operational experience across a range of sectors. We'll hear from him later in the meeting. In addition, Neil Chatfield and Jane Wilson are standing for reelection today. Both are valuable contributors to our Board, and you shall hear from each of them later as well. I'd also like to acknowledge Christine O'Reilly, who is stepping down from the Board at the conclusion of this meeting. Christine joined the Board more than 8 years ago and has played an integral role in the growth and success of Transurban over that time. I'd like to take this opportunity to formally thank Christine for her service during her tenure. And today, I'm pleased to announce the appointment of 2 new nonexecutive directors, Tim Reed and Robert Whitfield. Their appointments will take effect from the 1st of November, and they will stand for election at next year's AGM. Tim has a breadth of experience in technology businesses and is former Chief Executive Officer of MYOB. His insight and expertise on technology and digital innovation will be a valuable addition to our Board. He is currently President of the Business Council of Australia and Co-Managing Director of Potentia Capital, a specialist private equity investor focused on technology businesses. Rob, on the other hand, has an extensive background in financial and capital markets. His executive career has spanned the private and public sector. And his roles have included Chief Executive Officer for Westpac Institutional Bank and Treasury Secretary for the New South Wales government. He is currently a non-executive director of both the Commonwealth Bank of Australia and the GPT Group. His deep experience in the finance and government sectors will complement our Board's diverse expertise. These changes mark a transition phase for the Board. And given the challenges and uncertainty caused by COVID-19, the Board has determined that it is important for Neil Chatfield to serve part of a further term. This will allow for coordinated succession and ensure that the Board, as a whole, is comprised of directors with a mixture of tenure length as well as the key skills, experience and attributes to effectively govern Transurban for the future. The recent announcement in relation to Christine O'Reilly leaving the Board confirms the Board's thinking that we will reenter the market for at least 1 further nonexecutive director in the first quarter of next year. In addition to skills and experience, board diversity will be at the forefront of our decision-making at that time. It goes without saying that 2020 has been a year like none other in recent history with profound impacts that have challenged us all on multiple levels. Above all, the COVID-19 pandemic is a global health crisis. However, the economic consequences have been severe and widespread. Government-mandated restrictions to limit community movement and to protect public health are reflected in our financial results with a steep decline in traffic and, therefore, revenue in the latter part of financial year '20. From the outset of the pandemic in March and April this year, we put in place sufficient debt funding to reinforce our balance sheet and liquidity and ensure that the business was in a solid position to navigate the uncertain environment and impacts on our earnings. We were clear that it was our responsibility to serve the needs of all of our stakeholders, our employees, our customers, our community, our partners and our investors in the best way we were able. Certainty around toll price arrangements was a key element underpinning the support we received from both debt and equity markets through this period. The majority of our roads continue to be protected by embedded toll escalation of CPI or greater, and our average concession life is some 29 years. The underlying financial strength of the organization, combined with this support, has allowed us to not only retain our highly skilled workforce and keep our essential road networks fully operational and safe but also to ensure that our business is ready to take on future opportunities. We've been able to do this without accessing any government-funded support programs which have been available to other affected businesses. We worked with our partners to continue operations on our major project construction sites, which meant we were also able to maintain that workforce with revised health and safety protocols in place. The crisis has seen unprecedented numbers of customers experiencing financial difficulty. We've made it our priority to support those most in need. We introduced a new toll credit program and expanded our hardship support service to assist those customers most impacted through loss of employment, as well as frontline personnel, such as health care workers, aged and disability carers and emergency service personnel who play such a critical role at a time such as this. Since April, we've granted more than $7.4 million in tolling credits, representing an average credit of some $235 per applicant. We also expanded a number of community initiatives and our social investment to direct our support in the most meaningful ways and commit an extra $1.5 million as a targeted response to the past year's challenges. This investment forms part of a $3.3 million program to support community groups and partners such as The Salvation Army, Good Shepherd Australia New Zealand and The Smith Family. Transurban's stated purpose is to strengthen communities through transport. And delivering on this has never been more important than it is now. Turning to the key financial results for FY '20. The effects of restrictions on movement in capital cities saw average daily traffic volumes decline 8.6% across the portfolio. This resulted in a 3.4% decrease in proportional toll revenue to some $2.49 billion and a statutory loss for the year of $153 million. Proportional earnings before interest, tax, depreciation and amortization, that's EBITDA, decreased by 6.4% to $1.88 billion. And today, we've released our quarterly traffic results, which shows significant improvement across the Sydney, Brisbane and North America markets since the period of peak restrictions. Traffic, however, in Melbourne was highly negatively impacted during the quarter as a result of renewed restrictions in this city. Our CEO, Scott Charlton, will expand on these results in his address to you. In light of the challenging conditions, the Board determined that it would be necessary to reduce the distribution for the second half of FY '20. This was a difficult decision. However, it's imperative for investors and our other stakeholders that we ensure that the business remains in a strong position. Our total FY '20 distribution of $0.47 per stapled security represented more than 75% of the original pre-COVID-19 guidance and is equivalent to some $1.3 billion paid in cash to security holders for the year. In terms of the current financial year, given that the performance of our business remains sensitive to government responses and economic conditions in our markets, the Board has not issued specific guidance in terms of cents per security. But rather, that we anticipated the FY '21 distribution will be in line with free cash, excluding capital releases. Transurban's capital management strategy is unchanged, and that is to seek to maintain high investment-grade credit metrics while efficiently funding our development pipeline and, at the same time, providing distributions to you, our security holders. To achieve an appropriate balance between these often competing objectives, we will continue to look at growing the business alongside aligned and supportive partners, such as we have recently done with our acquisition of the WestConnex assets. Scott will address this point further in his presentation. The Board also deemed it appropriate to review the remuneration outcomes of the executive team to take into consideration the effects of COVID-19 on our business performance. As a result, final executive remuneration outcomes have been significantly impacted, evident in both the FY '20 short-term incentive outcomes and the long-term incentive plan, which vested in August of 2020. The Board also considered the performance targets for the FY '21 long-term incentive in light of the challenges associated with predicting traffic and toll revenues and, therefore, accurately forecasting free cash flow for the next 3-year period. And as a result, the Board has decided that free cash flow is not a suitable measure for the FY '21 LTI plan. After obtaining independent expert advice and feedback from various stakeholders, the Board has decided to retain the relative total shareholder return measure as a single performance measure for this year's LTI plan. This is intended to be a one-off change due to the impact of the pandemic. Despite the uncertain times, Transurban is well placed to support government plans for economic stimulus and recovery through infrastructure development. We have a large pipeline of construction projects, which are creating thousands of jobs through their development and wider economic benefits through time savings and productivity improvements once they're completed. In financial year '20, we delivered 3 major projects in Brisbane, Sydney and the Greater Washington, D.C. area. And in the first half of this year, we will have opened 2 further tunnel projects in Sydney. Federal and state governments have highlighted the importance of accelerating infrastructure development, both shovel-ready minor projects and maintenance as well as major transport infrastructure to help rebuild the economy. At the same time, this is an opportunity to address the long-standing infrastructure shortfall that exists in our major cities. While the value of Australian transport infrastructure projects has grown substantially in the past decade, there is still a considerable need for greater investment to keep pace with both demand and to generate growth. Private sector investment is expected to play a significant role in supporting the economic recovery with governments now facing record debt levels as they implement support measures in response to the pandemic. We've already begun engaging with industry and government on a number of potential projects, both here in Australia and in North America. And we look forward to progressing those as not only the next phase of Transurban's development, but of course, as projects that will create jobs and significant long-term value for all of our stakeholders. Scott again will talk about these projects further in his address to you. I'd also like to take this opportunity to comment on our West Gate Tunnel project here in Melbourne, where the commencement of tunneling has been delayed due to commercial and technical issues, and we've confirmed that the project will not be completed in 2022. I want to assure security holders that the matter is receiving extensive consideration by the relevant executives, the CEO and indeed by the Board. This is a critical project for Melbourne. Not only will it provide a much needed alternative to the West Gate bridge, it stands to play an important role in Melbourne's economic recovery and long-term prosperity. We're committed to working with the Victorian government and our construction contractors to resolve the outstanding challenges, and we look forward to delivering this very vital project. Over the past 2 decades, we've worked hard to integrate sustainability into all aspects of our business, and I'm very proud that Transurban is recognized as a leader globally in the infrastructure and transportation sectors. In FY '20, we delivered a number of important environmental, social and governance, that's ESG, initiatives that reinforce our sustainable business practices. While our climate change strategy has been in place since 2012, this year, we increased our commitment to action by adopting new targets to reduce the greenhouse gas emissions that we and our supply chain partners produce and to work towards decarbonizing our business. The targets are externally validated by the Science Based Targets initiative and they align us with climate science and a net 0 economy by 2050. As a major step towards achieving our new reduction targets, we entered into Power Purchase Agreements to transition the electricity needs for both our Sydney and Brisbane operations to renewable energy from 2021/'22. Under these agreements, up to the -- up to 80% of our electricity will be generated from regional wind farms. We also remain committed to the United Nations Global Compact, and we continue to improve our disclosure around sustainability. This year, we've addressed all recommendations of the Task Force on Climate-related Financial Disclosures which cover governance, strategy, risk management, metrics and targets. In addition, we continue to work with our suppliers to identify and address any possible exposures to modern slavery in our supply chains. Modern slavery, that is the exportation of human beings is, of course, completely unacceptable. And we at Transurban recognize we have a responsibility to improve our understanding and mitigate the risks of it occurring within our business and our supply chains. In line with Australian legislation, we will submit our first Modern Slavery Statement to the federal government by December of this year. In May of this year, we extended our partnership with Neuroscience Research Australia for another 3 years, which will allow for further research into driver behavior and vehicle design to reduce road trauma. NeuRA conducts its research through crash test simulations in the state-of-the-art Transurban Road Safety Centre based in Sydney. Our FY '20 corporate report and sustainability supplement provide more commentary on the many activities we are undertaking across the business to create value for all of our stakeholder groups. Both of these documents are available on our website and I encourage you to access these for a holistic overview of our FY '20 performance. Earlier in the year, we realigned Transurban's leadership operating model to ensure we are best positioned to take advantage of emerging opportunities. This involved the consolidation and expansion of senior executive positions. And as a result, 2 new roles were established. Later this month, Hugh Wehby will join us as our Group Executive Partners, Delivery and Risk, coming from Sydney Airport, where he has been a Chief Operating Officer for the past 3 years. Hugh will have responsibility for our strategic partnerships with investment partners, our major project delivery and developing new project opportunities together with risk and safety. The other new executive position was created to meet the challenge of technology driving the customer experience. Simon Moorfield joined Transurban this very week in this role, which oversees our merged technology and customer teams. Simon has more than 25 years' experience in technology, innovation and transformation and joins us from AGL where he was the Executive General Manager of Future Business and Technology and also their Chief Information Officer. I'd also like to take this opportunity to thank our Chief Financial Officer, Adam Watson, who has resigned and will be leaving the business in mid-November after 6 years with us. Adam has made a substantial contribution, and we wish Adam all the best. We have commenced a global search for his replacement. Like most businesses across the world, Transurban was forced to quickly adapt to new ways of working this year. And many of our employees, including 95% of our Victorian workforce have been working from home. Despite the significant challenges and impacts that COVID-19 has presented, the business has achieved many milestones and delivered on its purpose to strengthen communities through transport by creating value for all of our stakeholder groups. And on behalf of the Board, I'd like to thank the executive team and all of our employees for their tremendous efforts and hard work over the year. That so much has been achieved in these circumstances is testimony to the caliber of the people in this organization. Importantly, also thank you, our security holders, for your ongoing support of Transurban. I'd now like to hand over to Chief Executive, Scott Charlton, who will speak in more detail about our activities during the year. But before I do hand over, we would like to take this opportunity to play a short video of some of our project highlights during the year. [Presentation]

Scott Charlton

executive
#2

Thank you, Lindsay. And thanks to everyone who has joined us today. Now this clearly isn't the way I had hoped to be presenting and interacting with you for our AGM this year, but as with so many things, we have adapted, and we're very pleased we can still talk with security holders in a safe environment. With the emergence of COVID-19 in early 2020, it's been a defining event. But as that video showed, the business has achieved a remarkable amount in the face of a global pandemic. In FY '20, we opened 3 major projects: the New M4 tunnels, which completes the first stage of WestConnex in Sydney; the Logan Enhancement Project in Brisbane; and the 395 Express Lanes in Virginia, which connect our network now directly to the Washington D.C. Now collectively, these projects add almost 100 kilometer of new lanes to our existing networks. And in July, we opened the second stage of WestConnex, which is the twin 9-kilometer M8 Tunnels, which effectively now double the capacity of what has been heavily congested M5 East motorway which connects the southwestern parts of Sydney to the airport and the southern CBD. And within weeks now, we expect in Sydney to open NorthConnex. Again it's twin 9-kilometer tunnels, which is a critical missing link on the orbital network and now will create a non-stop route from Newcastle to Melbourne as part of the National Highway network. And with the completion of NorthConnex, we will have opened 47 kilometers of underground motorways in just over a year and this will transform the way Sydneysiders can move around their city. Despite the many hurdles that we did face in financial year '20, it's been one of our actual biggest growth periods to date. And in just over 20 years, we have grown from 1 asset, CityLink in Melbourne, to operating now 20 assets in 5 markets. And in this last financial year, we also acquired the remaining stake in the M5 West in Sydney, along with its retail customers and tolling brand, which is called E-way. Now we recently transitioned these 500,000 customers over to our Linkt retail brand and we say welcome. We're now servicing 5.5 million customers in Australia and 3.3 million customers in North America. And on average, every day this past year, over 2 million trips were taken on our roads, with drivers collectively traveling over 6 billion kilometers a year and importantly saving over 340,000 hours on an average day each workday. So substantial benefits for our customers but the benefits are felt beyond our customers as well. We have families in South East Queensland are enjoying two new Cycle Parks, which we delivered as part of the Logan Enhancement project. And this project also includes a purpose-built fauna bridge to connect neighboring bushland reserves. In Virginia, we're investing $15 million annually into public transport services in the local area as part of our 395 Project. And this year, that includes some new and expanded bus services to move an additional 700 people through the corridor every day and this will save close to 90,000 hours of travel time each year. Now in Sydney, WestConnex is delivering more than 18 hectares of open space, as well as an additional 23 kilometers of new and improved cycleways and walkways. And similarly, the benefits of NorthConnex when it opens will be felt both above and below the ground. These new tunnels will improve travel times and productivity for both commuters and freight transport. And the project will have major community benefits, redirecting around 5,000 trucks and buses a day from the busy Pennant Hills Road. This will reduce congestion and return the local streets to the communities. Now in the video we just played, you may have noticed the innovative NorthConnex lighting displays which aims to keep drivers alert and focused as they travel along the tunnel which, with the M8, are the longest in Australia. And with $19 billion of critical infrastructure projects across Australia and North America still in our pipeline, it's safe to say we still have a busy few years ahead of us. And as Lindsay said earlier, Transurban is well positioned for the future despite the challenging environment that we are facing. And I want to stress the core long term fundamentals of our business remain unchanged. We expect traffic to continue to grow in all of our markets over time. The 5 regions that we operate in all have existing large populations. And despite the temporary impacts from COVID-19, they are all expected to continue to grow substantially over but the medium and the long term. And with this growth will require continued infrastructure investment to ensure that these cities continue to have efficient and productive transport networks. Now this morning, along with the AGM materials, we released our latest traffic data, covering the period from July to September. And I believe this data provides an informative snapshot of when and where people are returning to our roads. And it does help paint a clearer picture of how our different assets are recovering. And you'll see, while traffic declined quickly from early March into mid-April, when most of our markets were experiencing their peak restrictions, we saw it improve steadily through May and June as those restrictions were progressively removed. The data released today highlights that Sydney and Brisbane are performing well under the circumstance, with Sydney traffic up 1.5%. And that's also driven by the contribution of both the M8 and M5 East from the July period, and Brisbane traffic down less than 10%. Now as you would expect, our roads that service airports continue to be impacted more than others, and you will see that in our data. And it will come as no surprise that CityLink traffic has been highly impacted by the reintroduction of restrictions in Melbourne, down 58.6% this quarter. But we're seeing small recoveries with some of the restrictions being eased. However, watching the latest data and the state road map as well, we anticipate that as the restrictions in Victoria will continue to be eased that, that traffic will continue to recover strongly. And it's important to remember that CityLink is just one of 20 roads we operate around the world. And our experience in other cities suggests that when restrictions ease, traffic starts to recover quickly, particularly the more sensitive passenger numbers. Because pleasingly, large vehicles continue to be resilient despite restrictions. And while they were down 18.8% in Melbourne, this includes light commercial vehicles. Of these, the heavy commercial vehicles were down only 7%, around 7% for the quarter. In North America, traffic was down about 28% for the quarter, with the A25 outperforming our Express Lanes assets. But traffic will remain sensitive to government responses obviously in each market. Now as part of this discussion around traffic, I would like to remind our security holders that majority of our customers actually do not use our roads for commuting to work. The reality is that people travel on our roads for a wide range of reasons, be it commuting, transporting their families to and from their activities, shopping and recreation or tradespeople and delivery drivers undertaking their normal business activities as well. Now with that COVID-19 has undoubtedly changed our daily routines, and it's likely this is going to impact us for a while. However, there are quite a few different views on how permanent some of these changes may or may not be into the future. Now for us to better understand people's views and as always we do using data to make our decisions at Transurban, we commissioned an independent survey of 4,500 people in Australia and North America to get a snapshot of how they see their lives when the risk of COVID-19 has diminished. And this research overwhelmingly shows that post the pandemic, people not only expect but they actually want to get back to their workplaces like they did pre-COVID. Because there is a very human side to the workplace. And as this report shows, people are missing their interactions with colleagues, they're missing being able to get work done more efficiently. And they are keen to regain some separation between their work and home lives. This research also points out the obvious, which we are not only working from home more but shopping from home as well. So it's no surprise that the one class of vehicle on our roads that has been less affected by the pandemic, as I discussed earlier, is truck movements. The research does go on to indicate some shifting views as well, as people previously had cited convenience as the biggest factor in determining their mode or how they commuted. And our research suggests now that safety actually is the number one consideration when choosing a mode of transport. And while safety means different things to different people, we may see some people to choose to drive when they return to the workplace in the future. Many people may choose also to walk, cycle and continue to take public transport or again a combination of these modes. Now travel data is showing us that driving is proving to be a popular choice as restrictions ease in some states, which may support traffic volumes as people get back to their daily routines. So coupled with long term mobility trends still suggesting we may see a disruption across transport modes, it's an opportune time for governments and industry to work together to ensure that we have efficient and resilient transport networks into the future to cater for both the developing technologies and the demographic trends. There are many options, from flexible working hours to leveraging data and different technologies, they all should be part of the conversation. We also need integrated transport networks that help spread the peak travel periods and give people choice in how they want to travel. Now as we've done over the past, we'll continue monitoring mobility trends over time to see how people are moving around our cities as we move more towards a COVID normal way of life. And if you haven't read our Mobility Trends Report yet, I do encourage you to have a look. You can find it on the Transurban website. Now as Lindsay has noted earlier, government has flagged the importance of construction projects, both minor and major, in stimulating economic recovery and creating jobs. And as we've already said, great infrastructure is one of the foundations of productive and liveable cities. And the pandemic has only reinforced how important good transport systems are in a time of crisis. We absolutely look forward to continuing to play our role in supporting these agendas and progressing our substantial project pipeline, which will continue to support our employees and jobs. During the year, we confirmed that the West Gate Tunnel Project would not be completed in 2022 due to the delays in the start of tunneling and some of the commercial and technical issues that still need to be resolved on the project and additional program pressures resulting from COVID-19. There are a number of commercial matters and claims are being progressed through the dispute resolution process on this project at the time -- at this time. Now in September, 2 potential soil disposal sites received environmental approvals to receive the soil from the tunnel excavation. And the project's builder, CPB John Holland Joint Venture, is responsible for the spoil disposal activities from the project. And then along with the operators at the spoil disposal site. And all parties will operate under stringent Environment Protection Authority guidelines. But before tunneling can commence, the relevant planning approvals also need to be obtained and preparatory works undertaken at the chosen site and commercial matters need to be advanced. Now notwithstanding the challenges, a tremendous amount of work continues to be achieved on the West Gate Tunnel Project. The team recently took advantage of the lower traffic volumes to fast-track West Gate Freeway widening works. And the part that I'm most eager to see when I get to return to Melbourne is the 114-meter long launching gantry crane that is being -- or gantry that is being assembled above the Footscray Road to build the elevated freeway structure. Now here in Sydney, we're looking at a number of opportunities to grow or enhance our existing assets. And I'm pleased that we progressed to Stage 2 of the New South Wales Government's Unsolicited Proposals process for the M7 widening and the M7/M12 interchange. We're also keen to see how we might support the government in the delivery of the Western Harbour Tunnel, depending on the government's procurement methodology. The Western Harbour Tunnel will be an important addition to Sydney's transport network, and we expect the procurement process to commence by the end of the year according to government announcements. And of course, we continue to monitor the New South Wales government's scoping study to determine the outcome of its 49% stake in WestConnex. We all know that WestConnex has now become a vital part of Sydney's transport network, with motorists saving up to an hour each day. And we look forward to getting more information about the New South Wales government's plans. Now like many others, we will watch the next month's U.S. federal election with great interest. However, from Transurban's perspective, we don't t expect there to be a material impact on our North American projects, no matter what the outcome. We did reach just last year financial close on the $550 million Fredericksburg Extension project in Virginia. Now this project will extend the existing reversible 95 Express Lanes south by 16 kilometers, and early works are well underway. We're also in the process of procuring a design and build subcontractor for the 495 Northern Extension project, which will extend the Express Lanes in Virginia 3.2 kilometers north towards the Maryland border. And further to this extension, we are progressing what's called the Capital Beltway Accord Project in partnership with the Virginia Government, to extend the Express Lanes a further 4.2 kilometers north across the Potomac River and into Maryland itself. In addition, we have been shortlisted for the opportunity to deliver Phase One of the Maryland Express Lanes project, worth around $4 billion, and we're going through that process at this time. We are also -- have expressed our interest in the sale of the Elizabeth River Crossing assets in Virginia. And the Elizabeth River Crossings connect the Virginian cities of Portsmouth and Norfolk and serves a large military base, one of the East Coast's busiest ports and a fast-growing tourism region. Now as I've just outlined here for the last few minutes, there are substantial opportunities both North America and Australia. In fact, for us, the potential pipeline, as defined by our consistent strategy is as big as we have ever seen it. And our markets are likely to present further opportunities given the various government's programs to invest in infrastructure as a key lever to help with economic recovery. Now as we consider how we might fund these potential projects, we will always continue to balance the maintenance of our strong investment-grade credit metrics and the payment of distributions to you, our security holders. Now to that end, if successful on Elizabeth River crossings opportunity, we will look to bring a partner into that asset soon after financial close. And on a larger scale, we have commenced a process for the potential introduction of equity partners into our Greater Washington D.C. business over the near to medium term. These would be similar to the arrangements that we have both in Queensland and New South Wales. With the introduction of partners, this would allow us to pursue both the current opportunities that we have identified and discussed as well as those we expect to emerge not only in North America but also in Australia, while putting less pressure on our balance sheet and freeing up significant existing capital. We will, of course, keep the market informed on specific developments on the execution of the strategy. Now as you well know, our roads and projects are neighbors also to thousands of people, and the community engagement continues to be a very strong focus for us. We have had around 30,000 interactions with community members in this last year alone and restrictions have seen us develop some innovative ways to keep engaging with the local community. For example, we developed a world first online community event that allowed people to check out the new M8 tunnels up close before they open to drivers. The interactive event was a huge success. We've had over 53,000 people visiting the site since it launched in late June. And of course, safety remains core for everything we do at Transurban. And I'm proud to say that in this last financial year, we recorded our best ever results in terms of both contractor and customer safety. We track the number of serious injury crashes on our roads through what's called a Road Injury Crash Index or RICI, and we set ourselves ambitious targets to reduce serious injuries. Our RICI across all Transurban's assets was 3.7 injury crashes per 100 million vehicle kilometers traveled, which is well below our target of 4.25 and our lowest ever result. And the safety of more than the 6,000 subcontractors that work on our construction projects is obviously as equally important to us. And in FY '20, we recorded a contractor recordable injury frequency rate of 3.6 million work hours -- for work hours, which is also our lowest ever result. Now these positive outcomes reflect our ongoing efforts to ensure we have the safest possible roads and operations. We will always have more work to do with safety, but we are moving in the right direction. Similarly now, technology has become central to everything we do at Transurban as well. And we know that changing social attitudes, along with evolving economic realities will result in increased use of mobility options that offer greater convenience and personalized choices for travel. In line with this trend, we launched 2 new products this year that streamline how customers can pay for toll road travel. GoToll is an innovative new mobile app that allows drivers to pay for tolls on select roads across Virginia without having a toll tag or paying for a video read. And our Linkt Rental product that provides Australian customers of rental vehicle agencies with an automatic, hassle-free way to pay for the toll road travel now. Now of course, we could not have achieved any of these things without the hard work and dedication of our talented Transurban employees. So before I finish up, I'd like to take this opportunity to thank all of the Transurban employees for your considerable efforts this year in the face of what has been significant challenges. We had 95% of our employees successfully transitioned to working from home within days of government restrictions coming into effect across the different markets. And I applaud the 5% of our staff who continue to work from our traffic control rooms and incident response hubs to ensure that our roads were well maintained and traffic on our networks was kept safely moving. But again, no matter where they work from, be it the kitchen table or traffic control room, Transurban employees have well and truly risen to the challenge and have helped us deliver the significant achievements I have highlighted today. I'd also like to thank the Board on behalf of management for their support and guidance. And of course, you, our security holders, for your continued support through what has been a tumultuous period. We expect and look forward to another successful year. So that now concludes my remarks. And I'll now hand back to you, Lindsay, in Melbourne, for the business of the meeting. Over to you, Lindsay.

Lindsay Maxsted

executive
#3

Thank you, Scott. Now transcripts of both my address and that of the CEO are available on the Transurban website and the ASX company announcement platform. Before we move to the formal business, I will begin by outlining today's procedures which will be different to previous year's due to the virtual meeting format. This is a security holder meeting. As in past years, only security holders, their attorneys, proxies and corporate representatives are permitted to vote and ask questions. As noted earlier in the meeting, questions can be submitted at any time. If you have a question already prepared, please submit it now on the platform so that I can answer as many questions as possible when I come to the relevant agenda item. To enable all security holders a reasonable opportunity to ask questions, security holders are requested to ask 1 question at a time. Please keep your questions short and to the point so that as many people as possible have the chance to ask a question. If your question relates to a particular item of business, please refer to that item of business when you submit your question. And please ensure your question is relevant to security holders as a whole. If you wish to ask a question, press or click on the speech bubble icon, which can be found on the navigation bar on your screen. This will open a new screen. At the bottom of that screen, there is a section for you to type in your question. Once you finish typing your question, you will need to press the arrow symbol in order to send it to us. All questions will come through to me as Chair of the meeting. Each question will be read out, and I will then answer it, or I may pass the question to the most appropriate person to answer it. Please note that while you can submit questions at any time, I will not address them until a relevant item of business is before the meeting. Questions sent via the online meeting platform will be moderated to avoid repetition. And if questions are particularly lengthy, we may need to summarize them in the interest of time. If a security holder has a question that relates to the virtual meeting technology, please contact the helpline detailed in our virtual AGM online guide published on our website. And finally, as our time is limited, it is possible that not all questions will be able to be answered today. Accordingly, I encourage you to submit your questions early in the meeting. Are there any questions on the presentation so far or Transurban in general? We encourage security holders to submit questions in advance of the meetings, and I'll now address some relevant questions that we received before the meeting.

Fiona Last

executive
#4

Chairman, we have received the following question from [ Yang Gao ], who asked COVID-19 has changed the way that people work. It appears more companies would allow staff to work from home in the long term. Will this dramatically affect travel volumes in all cities? The revenue from toll roads could decrease in the long term, what will the company do to address this situation?

Lindsay Maxsted

executive
#5

[ Mr. Gao ], good morning and thank you for your question. Look, I think where we sit on this is that we don't think there's going to be any material long-term impacts on traffic flows as a result of the pandemic. There certainly has been, obviously, in the short term. But we don't think, particularly the point you've referenced, working from home will have a major impact in the future. The CEO referenced this in his address. We did do a survey of about 4,500 people in our relevant markets here in Australia and in the U.S. in July and released that results of that survey at the time of the release of our annual accounts in August. And that work is up on our website, but you might like to have a look at and other investors may like to look at as well. And that confirmed our instinct which was that, once we're through the COVID-19 pandemic, the majority of people, we think, will want to get back to working in their respective workplaces rather than home. I think about 86% of the person surveyed answered to that effect. And the reasons we think are logical in terms of, as Scott mentioned earlier, wanted to get back for greater productivity reasons, wanting to differentiate between work and home and just the whole camaraderie piece around the working environment. So we think that. We also -- I'd also make the point that we understand, to intimate detail, who uses our roads for what purposes, and commuting for work is an important element of that, but there are many others in terms of recreational usage, shopping and, of course, both light truck transport and heavy vehicles are a major part of using our roads. So I think the short answer is we'll watch this very closely, obviously, because it's very important as that's why you've raised your question. But we don't think over the medium to long term, there'd be any major negative impact on traffic from the pandemic.

Fiona Last

executive
#6

Chairman, we have received the following question from [ Mr. Scott Wakenhorst ]. What is the current forecast total cost for the West Gate Tunnel project? A project cannot be a year behind program and still justify the initial cost estimate. Security holders have a right to know.

Lindsay Maxsted

executive
#7

Thank you for your question, it's very opportune. Obviously, as both of us referenced in our addresses to you, the West Gate Tunnel project is uppermost in our considerations here at Transurban. The answer to your question is, there's no basis for us to record any additional liabilities over and above the value of the contract we've signed up for at the moment. And the reason for that is this is a fixed term, fixed time, fixed price contract. That's the basis upon which we enter all of our construction contracts. So the elements of risk here, so the design and construction risk stays with the builder. We don't take on construction risk or design risk. And if there's any risk to the contract as a result of planning or regulatory changes, that's assumed by the government. So that's written into our contracts. So what's happening at the moment is that the contractor is certainly making claims over and above the claims they're entitled to make in accordance with the contract. We note those and say that, that needs to be determined in terms of whether that falls to the contract or indeed is passed through under what's called a linked claims type contract through to the government. And then we'll work that through in the normal way one does when there's a dispute in a building contract, and that is sit down and endeavor to settle the matter. And at the same time, we're running the formal processes through courts and through arbitrators as well. So we have noted in our full year accounts, you've probably seen this, a contingent liability. There may be -- despite the way in which we've written the contract, there may be some time, a court or an arbitrator awards against Transurban for part of these additional costs. We don't think that's likely, but it's a possibility, obviously, and/or we may choose, as a company, to be part of a settlement to make sure that the project gets completed and that wonderful piece of infrastructure which West Gate Tunnel will be for the city of Melbourne is completed. So there may come a time when we do need to record an actual liability. But at the moment, we don't have one or we don't have a liability, which can be reliably estimated, and that's why you don't see it in our accounts.

Fiona Last

executive
#8

Chairman, we have received the following question from [ Mr. Paul Pembleton ]. Regarding the West Gate Tunnel soil issue, there is little said about cleaning the soil. A joint venture in this would really help the community.

Lindsay Maxsted

executive
#9

[ Mr. Pembleton ], thank you. That's a good question. It's obviously a matter which would need to be decided upon by our contractor rather than Transurban. But I can say to you that we do know the contractor has thought deeply about this alternative and decided not to go that route just simply because it's not a practical alternative, given the volumes of soil in the tunnel, impacted by PFAS and the levels which are not that significant of PFAS in the soil. So by far and away, the most economic and, indeed, the safest way to deal with the contaminated soil is to cart it from the tunnel location to an appropriate site, which has been said which will be set up in accordance with all the relevant health and safety precautions overseen by the Environmental Protection Authority the EPA here in Victoria. So yes, we understand that the builder has considered that alternative, but the better course is to transport it and safely secure it and store it at those locations.

Fiona Last

executive
#10

Chairman, we have received the following question from [ Ms. Therese Bolt ]. Why put a toll on the M5 East when it has already been paid for by taxpayers? Building the M8 tunnel is no reason to toll the M5. You are causing severe congestion on Forest Road, Arncliffe and Bexley.

Lindsay Maxsted

executive
#11

[ Ms. Bolt ], thank you. You're right, normally, governments and/or private enterprise like Transurban would not put a toll on existing road. But the reason is what you've alluded to. And that is, of course, one needs to look at M8 and M5 East together. By that, I mean this, that for those who don't understand the geography in Sydney, the M8 tunnels have been built in parallel to the existing M5 East Road. And as a result of that, once we've opened the M8, then of course travel on the M5 East is freed up considerably. So there's now tolling on both of those roads, and that's the reason why that's the case. And I think the majority of feedback that we get is that those that use the M5 East as well as the M8, depending which way they're traveling, have found it to be a wonderful alternative and save them considerable time. The other thing I would say to you in relation to tolling the M5 is this is not a decision of Transurban. That's been taken in the last few months as we've opened the road up. This would be a decision taken by the New South Wales government probably 5 years ago when the whole WestConnex project was conceived and the government decided how it would be funded over time. But having said that, as I say, there's a very commercial reason why it's tolled down. That is the freer movement of traffic as a result of the new tunnels.

Fiona Last

executive
#12

Chairman, we have received the following question from [ Mr. Pedro and Mrs. Sonia Volk ]. Do security holders have any toll concessions?

Lindsay Maxsted

executive
#13

[ Mr. Pedro and Mrs. Volk ], no, we don't. I think when I first joined the Board, those sorts of initiative for security holders were discussed. But in the end, like most companies on the ASX, decided those -- that, that sort of benefit for security holders would not be put in place. And the reason is, of course, that it's never uniform in terms of how security holders benefit, depending on whether -- where you live and whether you use the roads and so on. So we finish in the same spot as most ASX companies. And that is the best way to reward you as a security holder is through our distributions, our dividends and, of course, over time, increase in share price.

Fiona Last

executive
#14

Chairman, we have received the following questions from [ Jeff and Margaret Walsh ]. What are the specific skill sets, which are essential for a Transurban Board role? Where has the Board published its skills matrix? And what deliberations have taken place to assess adequacy of the current Board skill set?

Lindsay Maxsted

executive
#15

Thank you, and good morning, [ Mr. and Mrs. Walsh ]. So yes, this matter does attract a lot of Board time. And we absolutely think at length about what are the skills and experience necessary to be a Director at Transurban. And put simply, they would be industry experience. So that's sort of transport infrastructure, deep financial capital management, M&A type activity to assist the Board in assessing proposals. These very large and high dollar commitment proposals that come before the Board. Technology increasingly is an important part of the expertise to have around the Board table, not only for sort of security, IT security in the current environment and day-to-day technology, but thinking about the impacts of technology in the future in a world of driverless vehicles and drones and the like, what does that mean -- and what does that mean for our planning as a Board. Our relationship with government are very important. We have board members who understand the workings of government, can have those discussions with government at the very highest of levels, an understanding of customer experience, including dealing with customer complaints. All of those sorts of issues are really important and essential to have around the Board table. We do disclose those points in 2 locations. It's in our corporate report. So that's our annual report this year, I think Page 63 of that report. And of course, in our corporate governance framework, which we put up on our website in accordance with the ASX recommendations in terms of good governance of entities. So in both of those places, we don't attribute necessarily the skills directly to individual directors. But we do include in our corporate report, the bios for each of the directors. So it's relatively easy to see where those skill sets match up with our directors. We think with the appointment of our 2 new directors, which have been announced this morning and which I referenced in my address, that adds immensely to our skill set in terms of the technology and innovation piece and in terms of the financial expertise and the government relationships. And that will help us very well as we continue to go through succession. So the financial piece was really important for us in the context of Christine retiring today, in terms of, as I stated last year, my stepping down during the course of this term. And as we stated earlier in the day, in terms of Neil Chatfield, if he is reelected during the course of this meeting, then he will serve only another year or so before he steps down. So I think we've done that well. We will go back in the market for new nonexecutive directors next year, early in the next year. We will need to look at a new female director to help get the balance right now that Christine is leaving as of today. But yes, the short answer is a very, very important aspect for any board and taken very seriously at Transurban.

Fiona Last

executive
#16

Chairman, we have received the following question from the Australian Shareholders Association. The Australian Shareholders Association has noted a significant reduction in proxy numbers it received this year for Transurban, breaking a growing trend. Can Transurban please advise the total number of proxies received this year and how this number compares with last year? What do you believe these numbers tell the company about its shareholder communications and engagement?

Lindsay Maxsted

executive
#17

Thank you to the ASA. So I don't have the actual proxy numbers in my head or available to me at the moment. But what I can say to you is that we do know that when the proxies closed 48 hours ago, then the actual securities voted is actually higher this year than last year. So I think it's around 71% of securities voted. But your point is right in terms of the number of holders of securities, that is significantly down on the previous year. One would expect that's as a result of the fact that it's a virtual meeting and the changes authorized by ASIC earlier in the year that the notice of meeting for these meetings through the COVID-19 period are done electronically rather than through the mail. We did everything that we could in terms of letting shareholders know, security holders know through the Notice of Meeting that if they wish to have Computershare send out details in the mail to them, that could be possible. But it's something we'll look into. Obviously, once -- we'll take into account, obviously, how many people are voting online today. We need to have those figures available to us as well. But we can look at that as we do with all the Annual General Meetings that we conduct. We'll do a sort of review of how it's all gone and see what the reasons are. But we suspect it's because of the fact that the way in which all of these AGMs are being held in this country in this season is slightly different this year, naturally because of the pandemic.

Fiona Last

executive
#18

Chairman, we have received the following question from Mr. Stephen Mayne submitted via the online platform. With rising commercial tensions between Australia and China, could you please clarify the ownership position of our West Gate Tunnel contractor, John Holland? How much is John Holland owned by Chinese state-owned entities? And what is your assessment of its financial ability to meet contract cost blowouts?

Lindsay Maxsted

executive
#19

Thank you, Mr. Mayne, and good morning. So as you say, the contractor down here in Melbourne for West Gate Tunnel is a joint venture between John Holland and CPB. So it's 50-50. Our understanding is that John Holland is fully owned by its Chinese parent. We -- in terms of capacity to honor anything under the contract, then there are the normal guarantees in place at the start of the contract. So we don't have any issues in terms of either of the joint venture partners being able to financially meet their commitments to us.

Fiona Last

executive
#20

Chairman, we have received the following question from [ Ms. Kaye Wilson ]. Chairman, you mentioned that Transurban is committed to environmental issues. Why then are tunnels like the M4 being created without filtration systems in place to protect the health of people living nearby and also future-proof the systems as the density of our cities increases?

Lindsay Maxsted

executive
#21

Thank you for your question. So a lot of thought, and I might get Scott to comment on this in a minute as well. So in all of our new works, our new tunnels, then when we are tendering for the builders to contract for those works, then it's much, much more than just about the price. It's all about various aspects in terms of how the tunnels are constructed. And environmental matters are at the forefront there, whether that be in terms of lighting, whether it be in terms of gradient, whether that be in terms of filtration. So filtration is very important in all of the tunnels. So -- but Scott, I might get you to talk to the specific aspects of filtration.

Scott Charlton

executive
#22

Great. And thanks, Lindsay. And I know that's something that's been looked at extensively whenever we've done our projects or our assets, particularly here in Sydney, and it's regulated by a third party. And what's been shown with the science is with the right ventilation systems and the right approach to the tunneling, and then as you'll see, particularly in WestConnex, NorthConnex Tunnels are much, much bigger, taller. So they can have more air in the tunnels. And what we found in the ventilation, in particular, moving the air up and dispersing at such a high level that actually the quality of the surrounding air is no different or better than when the tunnels previously did, the tunnels being put in to begin with. And again, this is all overseen by a regulatory authority, and we have to continue to report on the ventilation and the impacts of the surrounding community and make sure we stay within all the approvals. So we extensively looked at filtration. What the signs have said doesn't really accomplish much in way of changing the outcome. It is used, in particular instances in Japan. But there's specific reasons for that for inversion or in certain conditions. But in Australia, not required and actually, again, the outcome of ventilation would suggest it's either at the same or better previously. And I think the most important thing about the environmental issues going forward is keep the traffic free flowing, which obviously reduces emissions on that. And as we -- as you know, or may -- if you see our materials, we're a big proponent of either electrification or hydrofication or very hyper mileage of vehicles. So as we see the emission standards and other things moving forward, we actually see the quality of the air improving but mostly being driven by the emission standards of the vehicles. But we continue to monitor. And all that information, obviously, is provided to the regulatory authorities.

Fiona Last

executive
#23

Chairman, we have received the following question from [ Mr. Henry Kay ]. As a shareholder, I am wondering what Transurban is doing to help people with disabilities and those over 50 to obtain employment. For your information, during the period December 2014, unemployment of those aged 55 and 64 increased by 7.8% but, in the general community, fell by 5.5%. Those over 55 and people with disabilities are biggest group on JobSeeker.

Lindsay Maxsted

executive
#24

Thank you, sir, for that question. Again, Scott, you might be able to help me here. But certainly, in the people policies, the HR policies within Transurban, then we look to have diversity. We look to have an environment which gives us the opportunity to make sure that we're not in any way prejudiced against the recruiting of a different type of person or a type of person compared to another. So we don't have quotas to that extent, but we certainly, when looking to recruit people, try to make sure that we have the broadest range possible of candidates for the positions that we're -- that we've got advertised at that point in time. And obviously, we are a growing organization. So we are growing in the numbers of people that we employ, both here in Australia and in the U.S. And therefore, that's encouraging. But specifically, Scott, in relation to the question for that category of employee or employees generally.

Scott Charlton

executive
#25

Yes. Thanks, Lindsay, and it's an important question. I think the main thing for us at Transurban is we're trying to reflect the community in which we operate. And the community, obviously, contains quite a diverse group of people. We do have specific disability, people that we assist in work directly for Transurban. We do work with certain organizations, disability works and others, in our procurement and subcontracts. So for instance, disability works and others are providing what we do with packing our tags and recycling our tags. And so yes, there is a concerted effort, again, to reflect the water community, both in direct employees and our subcontractors. And that goes to age as well. Again, as people would know me, I'm a big fan of diversity. And thought and diversity of approach makes it a much better outcome for performance. And we want to continue to do the right thing as well and reflect the community. So we have programs to support both those type of employees here at Transurban.

Fiona Last

executive
#26

Chairman, we have no further questions.

Lindsay Maxsted

executive
#27

Good. Thank you, Fiona. As there are no more questions for now on the presentations or Transurban in general, I'll now move to today's formal business.

Lindsay Maxsted

executive
#28

We now come to the formal business of the meetings. We have 4 items of business today. Items 2 to 4 include resolutions that require a vote. Voting today will be conducted by way of a poll. And as I've said, the poll on all resolutions is now open. After discussion on each resolution that requires a vote, we will display proxies received on the presentation slides on your screen. That doesn't mean you have to vote now. You can wait to hear the questions and answers on each item and then vote as voting will remain open until the end of the meetings. I will outline the online voting procedure now. Ms. Doris Grave of Computershare, Transurban's Security Registry, will act as returning Officer. And I appoint Mr. Marcus Laithwaite of PwC, the group's auditor, to be the scrutineer for all resolutions. If you are an eligible security holder, a representative or attorney of an eligible security holder, or a proxy for an eligible security holder, you are entitled to vote. If you are eligible to vote, a polling icon will appear on your screen. Selecting this icon will bring up the list of resolutions and present you with voting options. To cast your vote, simply select one of the options, for, against or abstain, for each resolution. Your selection will be highlighted, and the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. And I shall give you a warning before I move to close voting. When voting is closed, your final voting selection will be recorded. The results of today's meetings will be announced following the meetings on the ASX and on the Transurban's website. Proxy holders are reminded that you must vote in accordance with the proxy holders' directions. Any directed proxies that are not voted at the meetings will automatically default to me as Chair of the meetings, and I'm required to vote those proxies as directed. All proxies that are open and available to the Chair of the meetings will be voted in favor of the relevant resolution. I will now move to the first item. Item 1 is the receipt and consideration of the Transurban Group financial reports for the year ended 30 June 2020. These have been approved by your Board and provided to you with Transurban's 2020 Corporate Report. They're also available on the Transurban Group website. There's no need to pass any resolution on the financial reports. However, security holders and proxies are welcome to ask questions in relation to the accounts or the overall activities of the group. Shareholders will also be given a reasonable opportunity to ask questions to Mr. Marcus Laithwaite of PwC, the group's auditor, relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted in preparing the financial statements and the auditor's independence. All questions to the auditor should, in the first instance, be directed to me as Chairman. And if appropriate, I shall ask Mr. Laithwaite to address the meetings. I now invite questions on the financial reports. We encourage security holders to submit questions in advance of the meetings and some of the main themes were addressed in the presentations given by myself and the CEO. And I shall now answer some specific security holder questions received prior to the meetings.

Fiona Last

executive
#29

Chairman, we have received the following question from the Australian Shareholders Association. Given the large infrastructure spend proposed by governments post COVID, is Transurban seeking accelerated or new project opportunities, not only in Australia, but in North America and elsewhere? What can you share with security holders?

Lindsay Maxsted

executive
#30

Thank you to the ASA for the question and indeed for our interaction with you. Some of this, of course, was covered in both my and the CEO's address. So I think that directly as a result of government initiatives in relation to the recovery phase post the pandemic, we don't see any immediate prospects in terms of growth opportunities for us or new projects for us. They may emerge over time. But what we do see, of course, is that there are a number of projects, both here in Australia, particularly in New South Wales and in the U.S., particularly in the state of -- in the commonwealth of Virginia, which are live and which we anticipate we will have the opportunity in which to participate. And they are of considerable value. And that sort of fits, I think, with the way in which these large projects, which we're involved with are generated. They require a lot of planning. They require a lot of prework by governments as to how they're going to be funded, what's the involvement of the private sector and so on. So it's not surprising that those projects, which are on the immediate horizon, are ones which have been around pre COVID. But as I say, we stand ready to assist governments here in Australia and in North America with other projects, which might come on as a result of the response to the recovery side of the pandemic. And indeed, I think probably one of the things that will impact us is that projects which have been on the drawing board may well be as fast-tracked because of the need to get the economy stimulated again.

Fiona Last

executive
#31

Chairman, I confirm that we have not received any further questions for this item.

Lindsay Maxsted

executive
#32

Thank you. Given there are no more questions, I'll now move to consideration of the resolutions.

Lindsay Maxsted

executive
#33

Item 2 of business on the agenda concerns the election and reelection of directors. Terry Bowen was appointed as an independent non-executive director in February of 2020. Terry is currently a member of the Nomination Committee and the Audit and Risk Committee. Terry has over 25 years of extensive financial, strategic and operational experience across a range of sectors within some of Australia's leading companies. He is currently Chair of the Operations Group at BGH Capital and a nonexecutive director of BHP Group Limited and BHP Group Plc, as well as Navitas Limited and the West Coast Eagles Football Club. A copy of Terry's bio is set out in the Notice of Meetings. In accordance with the constitutions of Transurban Holdings Limited and Transurban International Limited, Terry Bowen offers himself for election. I reconfirm the Board's view that Mr. Bowen brings significant financial, strategic and operational skills and expertise to the Board. In recommending his election, the Board notes that Mr. Bowen has confirmed that he will continue to have sufficient capacity to fulfill his duties as a Director of Transurban Group and recognizes his contributions as an experienced, diligent and committed director to the Board. The directors, in the absence of Terry, unanimously recommend his election. We will now play a message to security holders from Terry, who is attending today's meeting from his home city of Perth.

Terence Bowen

executive
#34

Thank you. It's an honor to be standing for election for the Transurban Board today. Transurban's a company I respect a lot. I think it's delivered really good results over a number of years now. It's got an experienced and hardworking management and Board who I look forward to continuing to work with. And importantly, I think Transurban does really important work. If our cities are to be vibrant and successful in the delivery of critical road infrastructure well and in managing it and maintaining it is -- has to be done. And I think Transurban does a very good job of that. In joining the Board, I would bring 25 years of deep financial, strategic and operating experience. And that's been across a number of sectors. And I've been fortunate to work with some very large companies. I think relevant to Transurban, a number of those companies are -- may -- were very capital intensive, where we had to make big capital decisions. And then because I was often heading the finance function, would have to then finance those. So if you think about companies like Tubemakers, where I've worked, Jetstar Airways and most recently, Wesfarmers. Wesfarmers, I spent 20 years working there, but 12 of those years was on its leadership team and 8 years, I was Group Finance Director and also an Executive Director. I also have operating experience from Wesfarmers, where I was the CEO of one of the divisions. And most recently, I've been BGH Capital's Operating Partner. In relation to non-executive experience, I've also been on both profit and not-for-profit boards over the last 10 years, aside from the executive work I've done. Notably in 2017, I joined BHP Board and most recently have become its Audit Chairman. But in closing, I'm delighted today to be standing for election at the Transurban board. And should I be elected, I look forward to working as hard as I can for all stakeholders.

Lindsay Maxsted

executive
#35

Thank you, Terry. If there are any questions on this item, please submit them now if you've not already done so.

Fiona Last

executive
#36

Chairman, the Australian Shareholders Association submitted the following question in advance of the meeting. The Australian Shareholders Association requests that Mr. Bowen speak to his executive and director workload and how he intends to ensure that he can devote sufficient time to his Transurban responsibilities.

Lindsay Maxsted

executive
#37

Thank you. So as Terry is attending today's meetings virtually from Perth, I've spoken to Terry in advance of these meetings, and Terry has requested that I respond on his behalf as follows. And indeed, what I'm about to say echoes the conversations I had with Terry at the time when he was joining the Board. And that is this, Mr. Bowen confirms that he's the necessary time -- he has the necessary time to perform his duties as a Director of Transurban. Prior to and as a consequence of becoming a Director of Transurban, Mr. Bowen has said that he's reduced his workload and position at BGH Capital from a full-time executive of BGH, where he was a Managing Partner and Head of Operations to instead, to that of a part-time role, where he is now the Chair of the Operations Group. Terry confirmed that this considerable reduction in BGH workload commitment more than compensates the additional time commitment required as a Director here at Transurban as well as any additional time for the new role he's taken in terms of chairing BHP's Risk and Audit Committee.

Fiona Last

executive
#38

Chairman, we have received the following question from Mr. Stephen Mayne. Why weren't the appointments of Rob Whitfield and Tim Reed announced a month ago so that shareholders could have voted on their election today?

Lindsay Maxsted

executive
#39

Thank you, Mr. Mayne. And that's a good question. And I think you know from my track record, then we would normally try to do that rather than leave such a long time frame of 11 months or so between when they start as -- when a new Director starts an election. It was just purely and simply in terms of the time frames in terms of when we commenced the search and that program that we've been through in terms of selecting those 2 executives. So yes, normally, it would be good to get them in front of -- I agree with you, it'd be good to get any new director in front of the shareholders as soon as we can, but that's what's happened. And indeed, to some extent, we've brought forward, they're starting with us to make sure that we've got them on the Board as quickly as we can once we've made our decision that they are the 2 directors that we need to add to our depth. Thank you.

Fiona Last

executive
#40

Chairman, I confirm that we have not received any further questions on this item.

Lindsay Maxsted

executive
#41

As there are no further questions, we now show the proxies received in respect of this resolution on the screen. And I now move that Terry Bowen be elected as a director. Please submit your vote by selecting one of the options available if you haven't already done so. I now move the proposed reelection of Neil Chatfield as a nonexecutive director. Neil was appointed as an independent non-executive director in February of 2009. He's a member of the Audit and Risk Committee and, as separately announced this morning, will chair that committee following the retirement of Christine O'Reilly should he be reelected today. And he's a member of the Remuneration, People and Culture Committee as well as the Nomination Committee. Neil is an established Executive and non-Executive Director with extensive experience across all facets of company management and with specific expertise in financial management, capital markets, mergers and acquisitions, risk management and technology. He is currently Chair and a nonexecutive director of Costa Group Holdings Limited and Chair and a non-Executive Director of Aristocrat Leisure Limited. He's also chair of Launch Housing, a not-for-profit organization. And a copy of Neil's bio was set out in the Notice of Meeting. In accordance with the constitutions of Transurban Holdings Limited and Transurban International Limited, Neil Chatfield offers himself for reelection. Before I play a short message from Neil to security holders addressing the meeting, I reconfirm the Board's view that Neil's corporate experience and deep understanding of this group's operations, together with his valuable contributions as a member of the Audit and Risk Committee, the Remuneration, People and Culture Committee and the Nomination Committee are all highly regarded by the Board. Neil has an established track record as a completely engaged and fully prepared director. And his workload has remained consistent during his time on the Board. As such, the Board is considered and is comfortable that Neil has sufficient time to fulfill his duties. In recommending his reelection for part of a further term, the Board also acknowledges that Neil has been a director for an excess of 11 years. However, notwithstanding his length of tenure, the Board has considered and determined that Neil has retained his independence as a director. The Board has further determined that it's appropriate and important for Neil to serve that part of a further term to facilitate coordinated board succession planning described earlier in the meeting. The directors, in the absence of Neil, unanimously recommend his reelection. We will now play a message to security holders from Neil, who is attending today's meeting from our Brisbane office.

Neil Chatfield

executive
#42

Good morning, fellow security holders. It is a pleasure to offer myself for reelection today as a Director of the Transurban Group. My background and experience includes exposure to a range of industries, including transport and logistics, infrastructure, technology and agriculture. And I have deep senior executive experience in transport, for which I continue to be passionate. I also have a strong background in financial management, mergers and acquisitions, business integration and risk management. Having joined the Transurban Board in 2009, I've seen the company develop into one of the world's largest and most successful toll road operators, providing valuable transport infrastructure to efficiently connect our communities in major cities. At the same time, the company has facilitated much needed employment opportunities across a large range of development and construction projects and has, I believe, set very high standards on social and environmental management. In addition, the company has provided excellent long-term sustained returns to the security holders. Whilst the COVID-19 pandemic has challenged us all, it is a credit to the Transurban management team that it has maintained its intense focus on the well-being of our people as well as supporting our customers, particularly those who are in need of assistance. I feel immensely proud to have participated in the company's development over my time as a non-Executive Director. And if reelected by security holders, I will ensure that I will continue to devote sufficient time and effort to the company with the aim of maintaining the company's record of superior returns to all stakeholders. If reelected as a director, it is my intention that I will not serve my full 3-year term, but will support the smooth transition to new directors through the Board's planned succession and renewal plan. Thank you for your support.

Lindsay Maxsted

executive
#43

Thank you, Neil. If you've got any questions on this item, please submit them now if you haven't already done so.

Fiona Last

executive
#44

Chairman, the Australian Shareholders Association submitted the following question in advance of the meeting. The Australian Shareholders Association notes that at the 2017 AGM, it was stated that Mr. Chatfield's upcoming term would be his last. He is now in his 11th year as a Director. Transurban has had ample time to plan for his orderly succession, for Mr. Chatfield. So it is difficult to accept that Mr. Chatfield should serve part of a further term to facilitate succession planning. How soon can we expect announcements of new director appointments? What, if any, is the issue with the operating of the Board of 7 experienced directors while any new directors are identified and appointed?

Lindsay Maxsted

executive
#45

Good. Thank you. I think the issue here is there hasn't actually been ample time. So by that, I mean this, that it's only just in the recent weeks or month or so that we've known that Christie O'Reilly will be stepping down at the end of this AGM. And so if I wind the clock back to about 3 months ago, then as your question leads, the intention would have been for Neil not to seek reelection here. But then when we looked at the prospect of losing both Neil Chatfield and Christine O'Reilly at the same time, one the immediate past Chair of the Audit and Risk Committee, the second one being the Chair of the Audit and Risk Committee, we just felt that, that was too big a loss of corporate memory, particularly against the background of the opportunities, which we've referred to many times during the course of this Annual General Meeting before us in terms of new projects, acquisition opportunities. We, as a Board, I've certainly felt as Chairman of the Board, agreed that we should ask Neil, and we are, in fact, grateful that Neil has said that he will -- he is prepared to stay on for probably around 12 months. That's not a fixed time frame, but around that sort of time frame to make sure that we've got that corporate memory through this period and to help with the introduction of the new directors. And of course, with the second part of your question, then we've announced the 2 new directors today. So that's the basis. We think it's sound. It will be in the best interest of security holders that we have Neil's presence around the table for around that time frame.

Fiona Last

executive
#46

Chairman, we have received the following question from Mr. Stephen Mayne. Can you put a time frame on when Neil Chatfield will retire from the Board after today's reelection? And can you also explain why Neil is replacing Mr. Bowen as Chair of the Audit Committee?

Lindsay Maxsted

executive
#47

Thank you. So Stephen, you will have heard the answer to the question just asked. So we haven't got a fixed-term here, but it's around the 12-month period. And of course, Neil referenced that in his address to the meeting as well. The change in relation to Terry is just a temporary piece in relation to workload. So there's some workload matters at the moment, probably not helped by the issues around COVID-19 and location of Terry in Perth and so on. So we just agreed that for some time, then it's best for workload commitments from Terry's point, and we thank him for raising those with us that Neil assumes that position. He's obviously evenly qualified for it. Again, in terms of workload, there's no issues with Neil taking that on. So again, it's helpful that Neil has submitted himself for reelection today.

Fiona Last

executive
#48

Chairman, we have received the following question on the online platform from the Australian Shareholders Association. Given the announcement of 2 new directors today, can you commit to a specific maximum period that Mr. Chatfield would serve?

Lindsay Maxsted

executive
#49

Yes. I think this is -- we probably want to get these questions in our live AGM. So the answer is, of course, that around the 12 months, and that's, as I say, that's a discussion that Neil and I and the Board have had. But it's not, casting granted, we'll do it at the right time, but it's probably around that time frame.

Fiona Last

executive
#50

Chairman, I can confirm that we have no further questions on this item.

Lindsay Maxsted

executive
#51

Thank you. As there are no more questions, we now show the proxies received in respect of this resolution on the screen. And I now move that Neil Chatfield be reelected as a director. Please submit your vote by selecting one of the options available if you have not already done so. I'm now pleased to move to the proposed reelection of Dr. Jane Wilson as a nonexecutive director. Jane was appointed as an independent non-Executive Director in January of 2017. She is a member of the Remuneration, People and Culture Committee and a member of the Nomination Committee. Jane has over 20 years experience as an independent director of public companies, government-owned corporations and not-for-profit organizations following an executive career in finance, banking and medicine. Jane is currently a Guardian of the Future Fund, Australia's Sovereign Wealth Fund, a non-Executive Director of Sonic Healthcare Limited and of Costa Group Holdings Limited. She is also a co-chair of the Australian Government Advisory Board on Technology and Healthcare Competitiveness. A copy of Jane's bio is set out in the notice of meetings. In accordance with the constitutions of Transurban Holdings Limited and Transurban International Limited, Jane Wilson offers herself for reelection. Jane's contribution as a Director, and as a member of both the Remuneration, People and Culture Committee and the Nomination Committee is highly regarded by the Board. The directors in the absence of Jane have unanimously recommended her reelection. And before I play a short message from Jane to security holders, I reconfirm the Board's view that Jane's corporate, financial and public sector experience, together with her valuable contributions as a member of the Remuneration, People and the Culture Committee, and the Nomination Committee are highly regarded by the Board. And we will now play a message to security holders from Jane, who is attending today's meeting from our Brisbane office.

Elizabeth Wilson

executive
#52

Thank you for the opportunity to speak to you today and to those shareholders who have already voted proxies in favor of my reelection. It has been a privilege to represent you, and to serve as a non-Executive Director of Transurban for almost 4 years now. When I first joined the Board of Transurban, I was excited by the opportunities presented by this company, both as an investment and through its contribution developing critical transport infrastructure for the cities of the future. This excitement has grown more to a passion. A passion for understanding the sustainability of our long-term financial returns as an investment proposition and a passion for understanding the value proposition that we offer, both the users of our toll roads and our government partners. I hope that the diversity of my experience working as a guardian of the Future Fund and as a director, not only of ASX-listed companies but for not-for-profit organizations and for government-owned enterprises, brings an understanding of the diverse stakeholder groups with whom we are engaging every day. I have had experience in regulated businesses and in companies where listening to investor and community concerns at all levels has been critical to the success of the business. In an era of inquiries and general community distrust of major corporates, I reflect on my background in medicine and health care organizations and the importance of trust and a culture of professionalism in those organizations. I am proud to be part of a company like Transurban that counts integrity and accountability in its core values and has a culture of excellence and ethical behavior. I have also had executive experience in the finance and research sectors, particularly in valuing and commercializing new technologies. In my role as co-Chair of the Australian Government Advisory Board on Innovation, I'm exposed to new technologies that will shape the future of transport, presenting both value-adding opportunities and disruptive influences. As a Brisbane resident, you can be rest assured that I am traveling our existing network of toll roads and bridges and continually monitoring the opportunities for improving the transport networks in our state. The last 7 months have been incredibly difficult for everyone, and all boards and companies have faced challenges never seen before. No one doubts that this challenging environment will continue for some time to come. I have been pleased to contribute to the breadth and depth of diverse experiences around the Board table that have helped guide us through these difficult times. If elected today, I look forward to continuing to serve Transurban as an independent director. Thank you.

Lindsay Maxsted

executive
#53

Thank you, Jane. If you have any questions on this item, please submit them now if you haven't already done so.

Fiona Last

executive
#54

Chairman, I confirm that we have not received any questions on this item.

Lindsay Maxsted

executive
#55

Thank you. As there are no questions on this item, we now show the proxies received in respect of this resolution on the screen. And I now move that Jane Wilson be reelected as a Director. Please submit your vote by selecting one of the options available as described earlier in the meeting. Item 3 of business on the agenda is the adoption of the remuneration report of Transurban Holdings Limited and Transurban International Limited for the financial year ended 30th of June 2020. The report aims to provide you with an understanding of the links between Transurban's strategy, its performance and executive remuneration as well as the framework we have in place to ensure effective governance of remuneration matters. The report also details the FY 2020 remuneration arrangements and outcomes for our directors and senior executives. It is the Board's view that the current remuneration framework, as detailed in the report, offers a range of mechanisms to balance sensible risk management and motivate our executives to continue to deliver outstanding results. In determining the remuneration outcomes for FY 2020, the Board considered how business performance was tracking both prior to the impacts of COVID-19 pandemic and in the subsequent period. Final executive remuneration outcomes were significantly impacted as a result of COVID-19, and this is evident in both the FY '20 short-term incentive outcomes and the long-term incentive plan, which vested in August of this year. Are there any questions on this motion?

Fiona Last

executive
#56

Chairman, we have received the following question in advance of the meeting from the Australian Shareholders Association. A significant number of ASX 200 companies reduced Board fees for at least the final quarter of FY '20 in response to COVID, typically 20% reduction for April to June. Transurban security holders and the CEO suffered reductions in their income as a result of COVID. Transurban's Board did not reduce its fees. Did it consider doing so?

Lindsay Maxsted

executive
#57

Thank you for the question. Yes, we did. So all options were on the table in relation to remuneration this year, particularly because of the impact of the pandemic. So the Chair of the Remuneration, People and Culture Committee, Sam Mostyn, and I spent time with investors in June and the proxy firms. We also took advice from our remuneration consultant to the remuneration committee. And in the end, we finished in a place where we didn't think there was a need, given how Transurban had responded for all of our stakeholder groups, including investors, to the pandemic. We didn't think there was a need to adjust fixed pay either for executives or for nonexecutive directors. And hence, the intention was specifically pay to the variable pay outcomes, both STI and LTI.

Fiona Last

executive
#58

Chairman, I confirm that we have not received any further questions for this item.

Lindsay Maxsted

executive
#59

Thank you. As there are no more questions, we now show the proxies on this resolution on the screen. And I now move that security holders adopt the remuneration report for the financial year ended 30 June 2020. As set out in the notice of meeting, a voting exclusion applies for this item of business. For those of you eligible to vote, please submit your vote by selecting one of the options available if you have not already done so. Item 4 on the agenda is the approval of the grant to the CEO, Scott Charlton, of Performance Awards under the group's long-term incentive plan. The terms of the proposed grant to the CEO are set out in the explanatory notes in the Notice of Meetings. And if security holder approval is obtained, Performance Awards will be granted to the CEO as part of his FY '21 remuneration package. Each Performance Award entitles the CEO to 1 fully paid ordinary Transurban stapled security, subject, of course, to satisfaction of the specified performance measure over a 3-year performance period. As detailed in the Notice of Meetings, the Performance Awards to be granted to the CEO for this year are subject to the single performance measure of relative Total Shareholder Return, TSR, over a 3-year performance period. In the context of the ongoing impacts of the COVID-19 pandemic, the Board determined that there were significant challenges associated with predicting traffic and toll revenues. And therefore, free cash flow for the performance period cannot be reliably estimated. And as a result, the Board determined that free cash flow was not a suitable performance measure for the FY '21 long-term incentive plan. And then after considering various alternatives, incorporating independent expert advice, as well as feedback from various stakeholders, the Board decided to retain the relative TSR measure with the existing comparator group as a single performance measure. This decision is specific to the FY '21 long-term incentive grant only. Approval is being sought to grant a total number of performance awards to the CEO not exceeding 254,594. Are there any questions on this motion?

Fiona Last

executive
#60

Chairman, we have received the following question in advance of the meeting from the Australian Shareholders Association. At the last 2 AGMs, the Australian Shareholders Association has raised the issue that the LTI measurement period for 3 years is relatively short, given the nature of Transurban's business model of long project development times and long lived assets. By comparison, the top 8 companies in the ASX by market cap have LTI terms of 4 years or more. Transurban is ranked #10. So it is now an outlier in the ASX 20. Will Transurban consider a 4-year LTI measurement period next year?

Lindsay Maxsted

executive
#61

Thank you, again, for the question. And the answer is we absolutely consider this each year at Remuneration Committee level and at Board level. It's fair to say that, to date, we've been, I think, comfortable to continue with a 3-year plan for a couple of reasons. One would be just the overall support for our remuneration framework and policies generally from security holders. So the remuneration report at each year has received high levels of support, often well above the 95% approval rating. And secondly, particularly when we have an internal measure, such as free cash flow per security, there's a direct alignment between what the Board can see in terms of the 3-year time frame, in terms of the 3-year financial plans that we have to set what we think are reasonable and testing targets for that internal measure of free cash flow per security. I think we're also being comforted by the fact that the ASX 50 or 100 still to this very day, the majority of plans are over a 3- year period rather than a 4- or 5-year period. Having said that, you're right to point out that at the upper levels of the ASX, ASX Top 10, the majority now are at the 4-year or perhaps even greater period. So it's a matter which I know will be on the Remuneration, People and Culture Committee agenda again this year. And obviously, we'll look at that to see whether we think we continue to be in step with shareholder and investor expectations or whether we need to change.

Fiona Last

executive
#62

Chairman, I confirm that we have not received any further questions on this item.

Lindsay Maxsted

executive
#63

Thank you. The proxies on this resolution are shown on your screen. As there are no further questions, I move that the security holders approve the grant to the CEO, Scott Charlton, of up to 254,594 Performance Awards under the group's long-term incentive plan on the terms summarized in the explanatory notes. As set out in the notice of meeting, a voting exclusion applies to this item of business. For those of you eligible to vote, please submit your vote by selecting one of the options available if you've not already done so. So as there are no remaining items of business, that concludes the business of the meetings, and all that remains now is to complete the poll by completing your online vote. The poll will close shortly, and the voting system will be closed. If you've not already done so, please complete your voting now. And please ensure that you've cast your vote on all resolutions. I will now pause for 60 seconds to allow you time to finalize these votes. [Voting]

Lindsay Maxsted

executive
#64

Thank you. The poll is now closed. The results of each poll will be announced to the ASX and published on our website, www.transurban.com, once the votes have been counted and checked. Ladies and gentlemen, that concludes the formal items on the agenda. I thank you for your attendance and participation at our first virtual meeting, and I declare the Annual General Meetings of Transurban Holdings Limited and Transurban International Limited, and the meeting of Transurban Holding Trust closed. I hope that next time we meet, our AGM format will be back to normal and be able to do this in person. Thank you for your tolerance today in terms of the way in which we've needed to go about the meeting. I hope it's worked at your end to your satisfaction and keep well. Thank you.

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