Verbrec Limited (VBC) Earnings Call Transcript & Summary

November 29, 2024

Australian Securities Exchange AU Industrials Construction and Engineering shareholder_meeting 44 min

Earnings Call Speaker Segments

Phillip Campbell

executive
#1

Good afternoon, ladies and gentlemen. My name is Phillip Campbell. I'm the Chair of Verbrec Limited. Welcome to the 2024 Annual General Meeting. We have a quorum, so I declare the meeting open. Like last year, we hold this meeting in person in Brisbane, Queensland, and have also adopted to broadcast the meeting via webcast for those who aren't able to attend in person. I'm pleased to introduce to you your directors, CEO, CFO, Company Secretary and other members of the senior executive team here at Verbrec. At the front of the room is our Director, Matt Morgan or Matthew Morgan. We call him Matt. Brian O'Sullivan has joined the panel remotely. Brian has a medical need to be somewhere else at the moment, but he's joining us remotely. And I'm not sure whether we can actually see Brian's face, but we can't. Brian is with us in spirit as well as in person, remotely as it might be. Our lead executive -- Chief Executive, Mark Read, is with us, just right here. Our Chief Financial Officer, Richard, is in the front row here. Our Executive General Manager, Brad Love, is also in the front row. And our Company Secretary, Joel Voss, is also in the front row. We are also joined by Cameron Smith, a representative from our auditor, Grant Thornton, and Cameron is over here on the right. I'd like to start today's meeting by outlining some procedural matters. Given this is a hybrid meeting with both in-person and online attendance, this may be a little different from previous years. Today's meeting is being held online via the Computershare meeting platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees can submit questions at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. [Operator Instructions] We will save any verbal questions made via the broadcast platform until the end. For those who have attended in person, we will allow an opportunity for questions to be asked verbally before we commence the business of the meeting. Voting today will be conducted by way of a poll on all items of business. I will shortly open voting for all resolutions. If you are eligible to vote, once voting opens, press the voting icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is a need to hit -- sorry, there is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation and notification on your screen. You can change your vote up until the time I declare voting closed. For those share and proxyholders attending in person, you will have received a blue voting card at the registration desk. Is that true, everybody? Yes, good. On the reverse side of the card are the instructions to vote on each item of business. I now declare the voting open for all items of business. I will now move to my formal address, followed by an address from our Chief Executive Officer, Mark Read. Fellow shareholders, on behalf of the Board, welcome to the 2024 Annual General Meeting of Verbrec Limited. To those who could not be here in person and are joining remotely, thank you and welcome. Verbrec is a leading professional services company operating across Australia and New Zealand and into the Pacific. We have 3 core markets: energy, mining and infrastructure. Through strong relationships built on trust, Verbrec enables a sustainable future for our clients and their customers. We put the safety of our people and the communities we serve at the center of our endeavors. In 2024, the business continued its record of 0 lost time injuries for an eighth consecutive year. The Board will continue to support the executives in their pursuit of industry-leading health and safety performance and has championed the recent introduction of a comprehensive leading safety indicator program to complement the lag indicators that have served us well to date. I'd like to reflect for a moment on the remarkable turnaround in the business from financial year '23 to financial year '24. We think financial year '24 -- we think of financial year '24 as a recovery period where we took the time to close out some underperforming projects and dispose of business units that were holding us back. We now have a solid platform for profitable growth. The outcome of this dispassionate, disciplined financial approach to the business by the CEO, the CFO and the senior management team has been particularly pleasing and delivered the results the Board were seeking. On an absolute basis, we have achieved the best EBITDA and profit margin performance since Verbrec was formed by the merger of OSD and LogiCamms in 2019. Indeed, we have achieved the best EBITDA and profit for the progenitor business since 2015. This is an $11.5 million turnaround in comprehensive profit for FY '23 and FY '24. You will observe that our revenue has reduced slightly in the period. The disposal of certain business units contributed to that reduction as did the more diligent and focused approach to the clients and projects we have taken on. The Board is supportive of this consolidation, and the improved economic prospects for the business has been a comfort for long-term shareholders to whom I have spoken. As noted earlier, we now have a solid platform for growth. What is very pleasing to the Board is the realignment that has taken place in recent times in the share register. Those with a keen eye for these things will notice that a number of medium-sized institutional investors have joined the share register, recognizing the potential Verbrec represents for solid medium-term returns. Generating a dividend for our shareholders remains a core goal for us, and it will be in front of mind for our Board and our management team over the coming financial year. We recognize that as the market we serve evolves, so must our strategy. The quickening pace of the energy market evolution with renewables backstopped by various forms of firming generation is prompting large and scaled investment now and into the future. It is through a combination of diligent focus on our relationship clients, our technical capabilities and our client delivery that we will achieve growth in this exciting market. We have taken a ground-up approach to develop a strategic positioning that maximizes Verbrec's potential and closely aligns with our clients' contributions to the evolving structure of the energy market in Australia in journey -- in Australia journeys to net-zero emissions. The executive team are hard at work implementing this strategy. And as a Board, we are pleased and seeing real changes, both in the engagement with clients and the types of projects we are delivering and in the culture across the business. With a capable executive team and a committed small Board, I'm optimistic about Verbrec's future, and I'm committed to the company achieving the business performance and growth we have worked so hard to set foundations for. I would lastly like to express my sincere thanks to our shareholders for their steadfast support and thank my fellow directors and over 400 employees for their commitment, dedication and hard work over the last year. I'll now hand the meeting over to our CEO, Mark Read, to present his address to the shareholders. Thank you, Mark.

Mark Read

executive
#2

Well, thank you, Chairman, and welcome, everybody. Nice to see so many faces today. I'd like to start by acknowledging the traditional owners of the land on which we're meeting today and pay my respects to the Elders past and present. What a year it's been for us. As the Chairman noted in his address, the Board and management of Verbrec have worked extremely hard this year over the whole of the financial year to set a new foundation for profitability and growth for Verbrec. The outcome self-evident with the highest profit since 2015 and the highest profit margin since the merger of OSD and LogiCamms in 2019. We've repaired our balance sheet, and we've optimized our operations to produce revenues that dramatically reduced cost of sales. Our strategy is in place and active, and we are now able to grow our revenues and profits in financial year 2025. A substantial proportion of our revenues is reliable and recurring, fueled through long-term contracts and great client relationships. Our targeted growth business units, including asset management, operations and maintenance and competency training are performing strongly, and we anticipate that trend to continue. I'd like to spend some time today demonstrating why Verbrec is different from its peers, how we create value and provide further insight into our long-term contracts and sustainable focus areas. Verbrec's strength is in the ability to form strong client relationships that continue through the entire life cycle of an asset. A one-stop shop, if you like, a true partner with our clients. We engage with our clients at the earliest stages of project development to select the optimum solution. Moving on to engineering, we can support our clients with multidisciplinary engineering services, adding value to reduce their capital investment costs and maximizing their asset returns. We provide our clients with asset management services to increase efficiency, reduce asset costs and improve productivity. And where it makes sense, we'll partner for construction, providing turnkey construction services or acting as owners' engineers to support our clients throughout the construction phase. Verbrec often operates our clients' assets over the long term, providing uninterrupted and efficient operations in line with legislative and regulatory requirements. We also provide a wide range of training services for our clients' electrical trades. And when an asset comes to the end of its useful life, Verbrec is there to work with our clients to repurpose the asset or support them in the decommissioning process. Through strong relationships built on trust, Verbrec enables a sustainable future for our clients and their customers. By adding value across the entire life cycle of the clients' assets, we forge strong, long-lasting relationships with our clients. And a substantial proportion of our revenue, as I highlighted before, is generated through multiyear operation and maintenance contracts and panel arrangements. In financial year 2025, we expect to grow our revenues and profits. It's through a combination of organic growth, including geographic expansion, where we'll maximize the revenues we achieve from our panel agreement and operations and maintenance contracts. The energy transition is the other major pillar of our growth strategy, and I'll get to that point a little later in the presentation. Whilst we have a strong focus on growing our revenues, we are not taking on additional risk in our expansion efforts. I'm pleased to report that in financial year 2024, we significantly increased the proportion of our revenue from reimbursable operations and maintenance and training contracts. These contracts have a lower risk profile. Fixed and mixed contracts, contrastingly, are higher risk for us. And hence, we've been more selective in the contracts we've taken on and their economic attractiveness. The next slide here shows many of our blue-chip client relationships, all of whom are responding to the evolving energy landscape. It is by deeply understanding our clients' sustainability journeys and responding to their needs, Verbrec will increase its share of the revenue generated by these, our relationship clients. From these graphs, you can see we've increased the proportion of revenues generated from multiyear panel agreements and multiyear operation and maintenance contracts from 47% in financial year 2023 up to 54% in financial year 2024. This is a good indicator that our relationship client approach is working and gaining traction from the market. This outlook slide demonstrates our forward pipeline and pipeline for the remainder of financial year 2025. We've placed great emphasis on improving our win rate, which averaged 36% in financial year 2024. Our expectation is that we will equal or better this throughout the next financial year. Verbrec's operation and maintenance business derives the bulk of its revenues from multi-year pipeline and process plant operations contracts. We operate over 1,800 kilometers of gas pipelines throughout Australia. It's a great business, which we added to in 2021 by acquiring the Energy Infrastructure Management Group. And the business revenue in 2024 is over 94% higher than in financial year 2021. For each 1 year in contracted services under the multiyear agreements, Verbrec in 2024 secured $1.14 worth of additional ad hoc revenues. We consider these revenues as repeatable revenue as we have a clear correlation between contracted services and additional services and thus can reasonably estimate this additional revenue. Verbrec also has 43 multiyear panel agreements in place with relationship clients in financial year 2024, and 43% of Verbrec's revenues derived from these panel agreements. The trend of revenues that come from these agreements is also well documented. Thus, we take a view based on historic norms to predict these repeatable revenues as well. We have 4 sustainable focus areas at Verbrec. These are the areas where we see ourselves best fitting into the evolving energy landscape and the clients' sustainability journeys. It is the sweet spot, if you like, where our in-house capability is well suited to adapt to our clients' changing goals and assets. The first of the 4 areas is electrification and energy storage. This is a core business for Verbrec. We're already working in this space, providing innovative solutions in the areas of system modeling, battery technologies, geothermal energy and hydro energy solutions, and are actively pursuing opportunities and more -- to more meaningfully contribute in areas such as solar and wind -- the solar and wind energy sectors. Particular focus for Verbrec is the gas market transition. This fully aligns with Verbrec's current core capabilities and client base. It's a critical area where Verbrec can maximize its offerings as we transition from gas as a baseload fuel to a firming or peaking fuel. Verbrec is already well established in this area, undertaking services for clients on their peaking gas plants along with biogas, hydrogen, carbon capture and storage and other emerging technologies. Along with providing engineering and asset management support to key mining clients throughout Australia, Verbrec's digital twin product, StacksOn, enables our mining clients to deliver on-spec product in challenging conditions while increasing throughput and reducing downtime, contributing to a more profitable, sustainable stockyard management. We are also an important contributor to water security throughout Australia and New Zealand. We provide our expertise to water authorities and other partners in this critical industry by designing, constructing and maintaining water assets, including traditional water infrastructure, desalination plants and water treatment facilities. Allow me to provide a little more context, if I may. The graphs on this page, as detailed in AEMO's 2024 Integrated System Plan, demonstrate the magnitude of the additional capacity and investment required for the evolving energy landscape in Australia. Energy storage will need to increase by more than 15 fold by 2050. Gas peaking plants will need to significantly increase while much of the traditional gas market assets will need to be decommissioned or retrofitted and repurposed. And electrical consumption is planned to almost double by 2050. AEMO predicts that the optimal development path will require a net present value of $122 billion in annualized capital costs whereas the Australian Industry Energy Transitions Initiative has placed this investment closer to a staggering $625 billion. And it's a similar story in New Zealand where we also have a strong presence. I guess the truth is no one really knows exactly how this transition will play out or what the overall investment will be, but Verbrec is there. We are working with our clients and their advisers, developing the right strategies to deal with it for our clients. And we're already well on the way. This chart shows that our 3 main core markets -- of our 3 main core markets, more than 33% of our project portfolio comes from our sustainable focus areas. We expect this to grow over time as the industry continues its transition to a more sustainable future. Now I'd like to spend a little bit of time talking about some of the really exciting projects that we've been delivering over the past year. On the 6th of November 2024, First Renewables announced that their biogas-to-pipeline upgrade facility at Ecogas' Organics in Reporoa in New Zealand is now in production. James Irvine, the General Manager of Future Fuels at Firstgas, hailed this as a historic milestone for New Zealand's gas pipeline infrastructure. Verbrec provided the front-end and detailed engineering design for this landmark project, which transforms curbside waste into a valuable source of renewable gas, ultimately contributing to a reduction in the reliance on fossil fuels and providing cleaner energy for Australia and New Zealand's homes and businesses. Our collaborative relationship client approach has enabled Verbrec to provide innovative engineering services to Firstgas for over now 15 years, and we're tremendously proud of the part we've played with Firstgas over that time in enabling renewable gas flow at the First Renewables' biogas facility. Nearing the end of the financial year, we secured our first multiyear pipeline operations and maintenance contract in Western Australia. Pipeline operations is a core service offering of our operations and maintenance division and provides a predictable multiyear baseline revenue for our group. Western Australia is served by relatively few competitors in this space. So us breaking into this market has been a real achievement for Verbrec and gives us an opportunity to introduce our competitive offering into the region and to secure a greater market share. Through this operations and maintenance contract, we will provide CITIC Pacific Mining with operational assurance and ensure pipeline integrity through continual performance monitoring and right-of-way surveillance. Verbrec specializes in innovative engineering and project delivery solutions to our clients through our technical specialties, including automation and control, power, process plant and pipelines. Verbrec's engineering team has recently awarded -- been awarded the front-end engineering of one of Australia's largest pipeline development projects. The pipeline is poised to be a crucial asset in enhancing energy security for New South Wales. By improving the reliability of the gas supply, this pipeline will contribute to stabilizing and reducing the gas and electrical prices for households, manufacturers and businesses across the region. And our competency training group specializes in delivering courses and providing qualifications for clients in areas such as hazardous operations, high-voltage electrical and renewable energy. It's interesting to note that we're seeing the demand from international customers looking for better training and competency assessment to meet the stringent electrical requirements required in the Australian marketplace. It's competency training's impressive reputation in the market which has secured greater market share, and we're growing rapidly. And it's not just internationally. Competency training has increased its domestic operating footprint from 6 to 11 locations in financial year 2024 as the demand for qualified electrical trades continues to grow in this renewable world. And as mentioned previously, StacksOn, our digital twin software package for mining stockyards, enables on-spec products in challenging conditions while increasing throughput and reducing downtime. Revenues are generated through a blend of software license fees, ongoing support and consultancy services. Growth in the StacksOn business requires expansion into more of the iron ore market, both in Western Australia and globally, as well as maximizing its utility and introducing new features to keep the product sticky and increasing our annual license fees from each stockyard. Expanding into other commodity markets and stockyards, for example, coal in the eastern seaboard of Australia, is another focus to achieve revenue growth for StacksOn. Now I'd like to hand you back to our Chairman, Phil Campbell, to address the business of the meeting. Thank you very much.

Phillip Campbell

executive
#3

So ladies and gentlemen, we now move to the more formal part of the proceedings and deal with the resolutions. As this is a shareholder meeting, only shareholders, proxyholders, attorneys and corporate representatives are permitted to vote and ask questions. As noted at the start of the meeting, we would like to present an opportunity for shareholders who have attended in person to ask any questions they might have before we have moved into the formal part of the proceedings. Are there any questions from those in attendance in person? No? Okay. We will address those -- any questions we will get from -- no, sorry, we will now address those questions we received before the meeting and those questions submitted via the online platform thus far. So Joel, would you like to...

Joel Voss

executive
#4

Yes. Thank you. So we've received a question. The question is, our year is at the end of June 30, yet we've waited until the afternoon of Friday, the 29th of November, the very last day possible under the law and under the ASX listing rules to hold the AGM. The shareholder would like to thank us for the hybrid format so our interstate shareholders can participate. But he is asking why did it have to wait for the last possible day, clashing with other -- many other institutions.

Phillip Campbell

executive
#5

Well, I guess, many other institutions are clashing with us. So it's always a good day to hold a meeting when we have held it. So the shareholder -- I thank the shareholder for the question. And I -- unless the shareholder has any specific reason as to why we should be holding it earlier, then we'll continue to hold meetings as and when we see fit.

Joel Voss

executive
#6

One more question. This is probably for Mark Read. The shareholder asked, how are we finding the pipeline in terms of sourcing new engineers to join our team? Given widespread labor shortages and the large number of projects across Australia, are we able to sponsor many offshore engineers to come to Australia to help meet demand? Also, which way is the pendulum currently moving in terms of our major clients outsourcing engineering services or deciding that this is a core competency which we want to handle in-house?

Mark Read

executive
#7

In terms of recruitment and staffing, in our area we work, it's a very exciting area to be working. We are finding that resourcing is tight. We've done -- from a Verbrec perspective, we've done a lot of work in reducing our turnover staff, which has helped us as well. We've also found a number of people coming back to our organization and the exciting work we're doing, people wanting to join us. We do -- we have sponsored people from overseas as well as part of that process and really looking at how we can get the best people available to be applied to provide value to our clients. What was the second part of the question?

Joel Voss

executive
#8

The second part of the -- [ maybe it ] was, which way is the pendulum currently moving in terms of our major clients outsourcing engineering services?

Mark Read

executive
#9

A bit mixed. We're not seeing massive shifts either way. We're seeing a lot of our clients that we provided very good work for over a long period of time still seeking inputs from us. I'm not aware there's been any major changes.

Joel Voss

executive
#10

That's all the general questions.

Phillip Campbell

executive
#11

Okay. So we move to the first item of business. The first item of business is to receive and consider the financial report of the company and the reports of the directors and report of the auditors for the year ended the 30th of June 2024. This item of business does not require a vote. However, the reports are open for queries, and we have arranged for Mr. Cameron Smith from Grant Thornton to be present today to answer any questions about the conduct of the audit and the preparation of the content and of the auditor's report. All questions to the auditor should be first -- in the first instance, be directed to me as Chairman. And if appropriate, I'll ask the auditor to address the meeting. I now invite any questions on the financial reports, firstly, from those here in person. Any questions? Moderator, are there any questions received online, written or verbal?

Joel Voss

executive
#12

Yes. Thank you. Chairman, there is one question. The question reads, thank you for disclosing the proxies early to the ASX, along with the formal address, and well done for getting such strong support on this remuneration report and all other items. When disclosing the outcome of voting resolutions today, including this resolution item, can you please advise the ASX how many shareholders voted for and against each item similar to -- with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into retail shareholder participation rate.

Phillip Campbell

executive
#13

Thank you for the question. We will discuss that with Computershare and see what arrangements might be made -- be able to be made for future years. As of this -- as for this year, we will proceed as we intended to proceed, but we will put that -- pose that question and respond accordingly.

Joel Voss

executive
#14

That's all the questions related to this item.

Phillip Campbell

executive
#15

If are no further questions, we'll move on. Resolution 1 is an advisory resolution. It does not bind the Board or the company. The resolution is to adopt the remuneration report that forms part of the directors' report for the financial year ended the 30th of June 2024. The report summarizes the remuneration practices of Verbrec, discusses the relationship between remuneration policies and Verbrec's performance and details the remuneration arrangements for directors, senior executives and key management personnel. The Corporation Act requires the preparation of a remuneration report and that a resolution be put to members that the remuneration report be adopted. I now invite any question related to this resolution #1. Are there any questions from those in person in the room? No? Moderator, are there any questions received online, either written or verbal?

Joel Voss

executive
#16

There are no related to this question.

Phillip Campbell

executive
#17

Thank you. Where I have been appointed as proxy with discretion, I intend to vote in favor of this resolution. I note to the audience that the proxy votes in relation to resolution 1 indicate approximately 99% of votes have been cast in favor of passing the resolution and whilst about 1% or a bit less have been cast against. I put to the meeting as follows: that for the purposes of Section 250R(2) of the Corporations Act, the remuneration report contained in the directors' report for the year ended 30th of June 2023 (sic) [ 30th of June 2024 ] be adopted by the company. I will invite fellow Director, Matt Morgan, to now table resolution #2 as this pertains to my reelection as a Director of the company.

Matthew Morgan

executive
#18

Thank you, Phillip. Good afternoon, everybody. Resolution 2 is an ordinary resolution and will be passed if more than 50% of the member votes are cast in favor of the resolution. The resolution is for the reelection of Mr. Phillip Campbell as a Director of Verbrec. Mr. Campbell was appointed to the Board as an Independent Nonexecutive Director on the 22nd of October 2019. And on the 26th of February 2020, Phillip was appointed as Chairperson. He's also the Chair of the Nominations and Remuneration Committee. In accordance with the Listing Rule 14.4 and Verbrec's constitution, a director must not hold office without a reelection past the third Annual General Meeting following the director's appointment or 3 years, whichever is the longer. Phillip has volunteered to retire in accordance with the requirements of the company constitution and stand for reelection. I now invite any questions from those attending in the room. Joel, are there any questions online?

Joel Voss

executive
#19

There's one question for Phillip. As a new shareholder, I'm not up to speed with the connections and history between our major shareholders, directors and executives. Could the Chair, Phillip Campbell, please briefly summarize the history of his relationship with our 2 largest shareholders, Brian O'Sullivan and Thorney, which together own approximately 40% of the business?

Matthew Morgan

executive
#20

Would you like me to answer that? Or would you like to answer it?

Phillip Campbell

executive
#21

Well, it was addressed to me, was it? Addressed to me. So in relation to Brian O'Sullivan, I first met Brian in 2019. And he was a Board member at the time and have continued to work cooperatively with Brian since. In relation to Thorney, Thorney has been known to me for a long time. And again, relationship with Thorney is one of a respectful shareholder-Chairman relationship. I'm not quite sure what else I can say.

Joel Voss

executive
#22

There's one other part to this question. The other part to this question is, Brian is obviously on the Board. But how does Thorney express its views when it's not on the Board? Do Brian and Thorney engage together on company issues? And what is the history of both of these 2 large shareholders, if you're aware of any?

Phillip Campbell

executive
#23

I don't think there was any history between Thorney and Brian. In relation to dealings with Thorney, I meet with Thorney on a semiregular basis, as do other shareholders, to discuss whatever their concerns might be from time to time and to represent us. Also, I meet with many of the other large shareholders of the organization. And I know Brian and Matt also have discussions with others from time to time. So I think we have a fairly open and transparent relationship with all our shareholders.

Joel Voss

executive
#24

There are no other questions related to this item.

Matthew Morgan

executive
#25

Thanks, Joel. Where the Chair has been appointed as proxy with discretion, the Chair intends to vote in favor of this resolution. Obviously, for this resolution, Phillip's handed that over to myself. I note to the audience that the proxy votes in relation to this resolution #2 indicate that over 99% of votes have been cast in favor of passing the resolution, while less than 1% have been cast against. I now put to the meeting that for the purpose of Listing Rule 14.4 and 14.5 and Clause 9.2 of the company's constitution that Mr. Phillip Campbell, being a Director of the company, who retires by rotation and being eligible, is reelected as a Director of the company. I'm now going to hand back to you, Phillip. Thank you.

Phillip Campbell

executive
#26

Thanks, Matt. We now come to resolution #3. Resolution 3 is an ordinary resolution and will be passed if more than 50% of member votes are cast in favor of the resolution. This resolution seeks shareholder approval to amend the terms of the Verbrec Limited rights plan, which was approved by shareholders on the 29th of November 2023. Consistent with ASX Listing Rule 7.2, Exception 13, the shareholder approves -- approval persists for a period of 3 years after the date of the 2023 Annual General Meeting. Noting in this resolution 3 effects and seeks to extend the period so approved. So I'll just repeat that. Noting in this resolution #3 effects or seeks to extend the period so approved. The plan has received -- the plan specified a formula for the treatment and acceleration of vesting rights due to a delisting event that the Board has reviewed and believe is not consistent with market norms and contains errors. We seek to amend the terms in accordance with the replacement clause included in the explanatory statement to firstly ensure that the Board has a flexibility to negotiate an acceleration regime that is consistent with our executive staff's retention policies and norms. And second point, ensures that the Board is restricted to a cap of no more than 100% of unvested rights which have not lapsed. I now invite any questions related to this resolution #3 from those in the room. Any questions? Moderator, are there any questions received online or written or verbal?

Joel Voss

executive
#27

There are no questions related to this item.

Phillip Campbell

executive
#28

Okay. Thank you. Where I have been appointed as proxy with discretion, I intend to vote in favor of this resolution. I note to the audience that the proxy votes in relation to resolution 3 indicate over 99% of votes have been cast in favor of passing the resolution, while somewhat less than 1% have been cast against. I now put to the meeting that for the purposes of Listing Rule 7.2, Exception 13 and for all other purposes, the amendments to the prior approval of Verbrec Limited rights plan be approved. I now come to resolution #4. Resolution 4 is an ordinary resolution that will be passed if more than 50% of members' votes are cast in favor of the resolution. In order to ensure that base and variable remuneration is effective in attracting and retaining the best people to hold managerial and executive positions within the company, the Board wishes to have the flexibility to ensure that upon cessation of employment or retirement from that office, they can reward the person if the circumstance of the retirement is mutual, planned or negotiated outcome or a negotiated outcome or otherwise due to a factor outside of that person's control, including redundancy, disability, serious health and/or other exceptional circumstances. This is consistent with the Board's approach to remuneration, which is developed and offered to incentivize behavior consistent with shareholder value and strong company performance over the short and longer term. The Corporations Act restricts the benefits which can be given to a person in connection with that person's retirement from an office or position of employment in the company or a related body corporate of the company if the office or position is managerial or executive office as defined by the Corporations Act or if a retiree held such a managerial or executive office at any time during the last 3 years. This resolution 4 seeks the approval of shareholders in accordance with Part 2D, Section 2 of the Corporations Act and for all other purposes for the company to provide benefits to persons who hold managerial or executive positions in the company or related body corporate of the company, including key management personnel. These benefits may arise from remuneration agreements, Board discretionary rights or Board contractual obligations, including, without limitation, the employment, consultancy agreements, benefits and incentive plan rights. I now invite any questions related to this resolution 4 from those in the room. Any questions? Moderator, are there any online questions or...

Joel Voss

executive
#29

There are no questions from online on this resolution.

Phillip Campbell

executive
#30

Okay. Thank you. Where I have been appointed proxy with discretion, I intend to vote in favor of this resolution. I note to the audience that the proxy votes in relation to resolution 4 indicate that over 99% of votes have been cast in favor of passing the resolution, while somewhat less than 1% have been cast against. I now put to the meeting that for the purposes of Section 200B and 200E of the Corporations Act and all other purposes, approval is provided for the giving of all benefits to any current or future persons who hold a managerial or executive office in the company or related body corporation in connection with that person ceasing to hold such office as further described in the explanatory memorandum statement in the notice of meeting. That brings an end to the formal part of the business of today's meeting. Are there any other questions lodged we have not yet deal -- dealt with? Mr. Voss?

Joel Voss

executive
#31

There's just one question. It's: for the shareholders who have missed this AGM live, will the full archive of the webcast be published on your website?

Phillip Campbell

executive
#32

The answer to that is yes. Thank you for the question.

Joel Voss

executive
#33

That's all the remaining questions.

Phillip Campbell

executive
#34

Okay. With that, if there are no further questions, I will shortly close the voting system. Please ensure you have cast your vote on all resolutions. I now pause to allow time for you to vote to finalize those votes. [Voting]

Phillip Campbell

executive
#35

Okay. Voting is now closed. The results of these votes will be released to the ASX later today. That concludes the Annual General Meeting for 2024. Many thanks for those shareholders that attended today and for those that attended online. And thanks for the directors and executive management and our auditors for attending today. Thank you.

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