Viva Energy Group Limited ($VEA)

Good afternoon, everyone, and welcome to Viva Energy's 2026 Annual General Meeting. My name is Sarah Ryan, and I'm honored to serve as the Chair of Viva Energy. It has now turned 2:30 p.m. Australian Eastern Standard Time. We have a quorum present, and I declare this AGM of Viva Energy Group Limited open. We're holding our AGM today as a hybrid meeting, which means that we have people joining us in person here at the offices of Mallesons in Melbourne as well as online. Welcome to all of you here today. I would like to acknowledge the traditional custodians of country throughout Australia and their connections to land, sea and community. Here in Melbourne, we are on the traditional lands of the Kulin Nation of Peoples. We pay our respects to their elders past and present, and we extend that respect to all Aboriginal and Torres Strait Islander Peoples present here today. Before we begin with the formal business, I will hand over to our company's Secretary, Georgia Coutts, who will run through some procedural matters.

Thank you, Sarah, and welcome to everyone joining us today. There are no safety drills planned for today. So if you do hear an emergency alarm, please observe the staff and fire wardens, who will provide further instructions. Voting on all items of business today will be carried out by way of a poll. Shareholders had the option of casting their vote before the meeting or appointing a proxy to do so on their behalf. If you haven't already done so, you can vote at today's meeting both in person and online. You can do so at any time during the meeting starting from now as the polls are open for voting. If you're attending the meeting in person, you will have received an attendance card when you registered. Those holding a yellow voting card can cast your vote by filling out your card. Those holding a red or blue card are not entitled to vote at this meeting. If you have any questions, please see an MUFG Corporate Services team member at the registration desk outside. For those shareholders joining us online, you can cast your vote by following the instructions set out on the screen in front of you. Voting will close shortly after the end of the meeting. A few words now on how to ask questions at this meeting. Those attending the meeting in person or who hold a yellow or a blue card, you are entitled to speak and ask questions at this meeting. Visitors holding a red card are not entitled to speak at this meeting. If anyone with a yellow or a blue card wishes to speak, please make your way to the microphones here at the front when the Chair calls for questions and identify yourself before asking your question. For those who are participating via our online platform, you'll be able to submit questions by registering as a shareholder or proxy holder and selecting the "Ask a Question" button. You do not need to wait until we get to the formal items of business to submit your question as there might be a slight delay in transmission, we encourage you to start sending your questions now, and we will address them at the relevant item today. For our shareholders who wish to ask a question via the phone line, the line operator will introduce you to the meeting at the appropriate time, and you can speak at that point. When we do get to the questions, the Chair will first consider questions from the floor, then questions submitted online and then questions by phone. I will now hand back to the Chair. Thank you, Sarah.

Thank you, Georgia. Today, I'm joined on stage by my fellow directors. To my left, Alistair Bell, Independent Non-Executive Director and Chair of the Audit Risk Committee; Arnoud De Meyer, Independent Non-Executive Director and Chair of the Sustainability Committee; Dat Duong, Non-Executive Director, Dat is the Vitol Investment Partnership Portfolio Manager and Vitol Investment Director. To my right, Scott Wyatt, our Managing Director and Chief Executive Officer; John Joyce, Independent Non-Executive Director and Chair of the Retail Committee; and Mark Chung, Non-Executive Director. Mark is the Vitol Head of Investments for Asia Pacific. Carolyn Pedic, our Chief Financial Officer; and Georgia Coutts, our Company Secretary, are also with us on stage today. And with us in the room are the members of the Viva Energy executive team. We also have Trevor Johnston joining us in person and Caroline Mara on the phone, representing our external auditor, PricewaterhouseCoopers. Trevor and Caroline will be available to answer questions on the auditor's report later in the meeting. Before we go through the formal business, Scott and I will address the meeting on our performance and some of the highlights over the past year. Our AGM this year is being held during the evolving conflict in the Middle East, which continues to have a significant impact on fuel supply around the world and particularly in the Asia Pacific region. Naturally, Australia is not immune from this impact, and we understand the concern this is causing our customers and the communities that we serve. As a supplier of around 25% to 30% of Australia's liquid fuel needs, we understand the critical role we play in helping the country navigate this crisis, and we have dedicated significant effort and resources to supporting customers during this challenging time. Through this period, we have maintained continuous supply to our customers from the production of diesel, jet fuel and petrol from our Geelong Refinery and from imported cargoes through our international trading partner, Vitol. We have also maintained close engagement with all levels of government to provide expert advice and contribute to the national fuel supply plans. We have also supported the federal government in the acquisition of 5 diesel cargoes to provide contingency stocks in the events that supplies are disrupted. We have been a strong partner, and I am proud of the way that Viva Energy has stepped up during the time of national need. As you will be aware, we unfortunately experienced a significant fire at the Geelong Refinery last month. I am relieved that this was contained and safely managed, and most importantly, all personnel was safely accounted for. The refinery has continued to operate at reduced rates while we work to restart the Catalytic Cracking Unit. And this will allow us to restore production to above 90% of our capacity. I want to acknowledge that this was a very challenging time for everyone and to again reflect on the incredible response from the Geelong team working closely with emergency services organizations. Responding well to incidents and keeping people safe depends upon the significant effort we put into preparation, emergency response planning, training our staff and contractors, and regularly exercising those plans and skills. The Board is proud of the dedication and brilliance shown by our people during this period and the support we have received both externally and internally. During 2025, we continued to progress our strategy to build our Convenience business with the integration of Liberty Convenience, OTR and Reddy Express, as well as the extension of the OTR network to markets outside South Australia. It has been a challenging period for the Convenience sector as a whole due to increased cost of living pressures and the dramatic growth of the illicit tobacco trade. But we continue to see convenience retail as an important part of our future and expect this to drive long-term growth as these headwinds pass. With the integration of the 3 retail businesses well progressed, the focus has shifted towards disciplined execution. This includes standing up our own convenience supply chain and rolling out new OTR stores in a measured and capital disciplined manner. We now operate 3 distinct retail brands and service offerings across our 1,200 or so stores nationwide, enabling us to more effectively meet the needs of our customers. In our Energy businesses, we have reached a major milestone with the commissioning of the Ultra Low Sulphur Gasoline Plant, concluding a period of heavy investment in our Refining business over the last few years. This year, the government announced an improvement in the level of support available to the refining sector under the Fuel Security Services Payment, and we look forward to working with government on the longer-term arrangement as part of a broader review of fuel security and supply over the coming months. Despite challenging retail and refining conditions in the first half of 2025, performance improved across all parts of the business in the second half. This was reflected in the significantly improved EBITDA of $396 million, up 30% on the first half. This was driven by improved operational performance and stronger market conditions. This result was also supported by record commercial and industrial sales volumes, together with solid earnings in convenience and mobility as fuel margins strengthened and acquisition synergies and cost savings were realized. The Group reported an underlying EBITDA on replacement cost basis of $701 million for the full year. While this was a relatively strong result given the conditions, it was below our expectations for the business, and this was reflected in the remuneration outcomes for the executive team. The company declared total dividends of $0.0677 per share, representing a payout ratio of 55% of net profit after tax on a replacement cost basis from the retail and commercial segments. No dividend was paid from the refining business, which generated a net loss of $14 million in 2025. Since 2021, the Board has retained a dividend policy that reflects the different earnings characteristics of our business. Under the current policy, we target a payout ratio of 50% to 70% of underlying net profit after tax on a replacement cost basis, from the more stable earnings of the retail and commercial businesses. Dividends from the refining business are assessed separately at the full year with the target of 50% to 70% of underlying net profit after tax, and this is due to the historical high volatility of refining earnings. The Board believes this remains the right approach in the current environment of heightened volatility and uncertainty, striking a prudent balance between delivering shareholder returns and maintaining a strong and resilient balance sheet. As Viva Energy's direction evolves, so too must the skills and experience of the Board. Your Board places great importance on maintaining the right mix to support and challenge management. Since the last AGM, we've seen substantial Board refreshment. This is my first AGM as your Chair as, your previous Chair, Robert Hill, retired earlier this year after many years service. On behalf of the Board, I would like to thank Robert for his commitment to the company and his unwavering belief in the critical role that Viva Energy plays in the energy infrastructure of Australia. Also since the last AGM, the Board has been pleased to welcome John Joyce and Alistair Bell to the Board. You will hear from both John and Alistair today as both stand for election. Their deep insights into the retail sector, strong financial acumen and executive leadership experiences have helped to sharpen the company's retail strategy, strengthen governance oversight and support the continued development of the retail business. Looking ahead, the company will continue to operate and invest in nationally significant fuel and energy infrastructure. The Board recognizes the importance of further strengthening its collective capability in areas such as asset-intensive heavy industry, refining and energy infrastructure. This will be a key consideration as we progress succession planning following the retirement of Nicola Wakefield Evans, who retired from the board last month. I would like, on behalf of the Board, to sincerely thank Nicola for her contribution to Viva Energy. Nicola has played an important role during the period of significant change in the company, and we are grateful for her commitment and the perspectives that she brought to the Board. On behalf of the Board, I want to thank our shareholders for your feedback and continued support, and we look forward to answering your questions shortly. I also want to acknowledge the efforts of all the Viva Energy team and thank our customers for their business and loyalty. I'll now hand over to our Chief Executive, Scott Wyatt, to provide some more detail on last year's performance.

Thank you, Sarah. I want to begin by also acknowledging the substantial efforts of my team to navigate the Middle East crisis, and more recently, the fire that occurred at the Geelong Refinery. It has been an immensely challenging period, and I'm very proud of the way we have responded, reflecting the unique character and culture of our company. As previously announced to the market, we expect to restore production to over 90% capacity during June after the restart of the RCCU and have continued to maintain fuel supplies to all our customers and markets throughout this period. We are conducting a full investigation into the cause of the incident and are continuing to assess damage and repair options, which we expect to be covered by our insurance. As Sarah mentioned, we are in the midst of executing important strategies to reduce our reliance on traditional energies and provide future pathways for growth. The development of our convenience business, our energy hub at Geelong and the continued growth of our commercial businesses are all important for our long-term prosperity. I am pleased with the progress we have made during 2025, and this continues through 2026 despite the distraction of the current energy crisis. The integration of our convenience business was a particular focus during 2025. Early in the year, we acquired the remaining 50% interest in Liberty Convenience and brought together the various retail businesses under a common ERP, which allowed for the cessation of transitional service arrangements with Coles Group. We also completed the rebranding of our network, and during the year opened 35 new and converted OTR stores and converted 5 Express stores to Liberty Convenience brands. This year, we will stand up dedicated convenience supply chains so that we can service both Reddy Express and OTR stores from our own distribution centers in each of the capital cities. The Victorian distribution center is already in operation and the rest will follow in the coming months. We will continue to open new OTR stores outside of South Australia and progressively transform our retail offer across the country in a capital disciplined and return-focused way. Our commercial industrial business once again delivered a strong performance during 2025. We finished the year with record sales of 11.8 billion liters with growth continuing into 2026 with first quarter sales volumes up over 7%. This performance reflects organic growth from our hard-to-replicate national infrastructure footprint and the strength of our supply chains, which, of course, have been critical over the last couple of months. Last year, we completed our multiyear investment program at Geelong Refinery with the commissioning of the Ultra Low Sulphur Gasoline unit. Over the last 4 years, we have added 114 million liters of diesel storage, including 90 million liters of storage at Geelong, commissioned the only public hydrogen production and refueling station in Australia and began progressing biogenic feedstocks to reduce the carbon content of the fuels that we produce. We welcome the recent changes to the Fuel Security Services Payment and are working with the federal government to increase Australia's fuel security and resilience as announced in the recent budget. We expect this to include ongoing support for domestic refining into the next decade and construction of further storage, which we are well placed to support. With major investments now behind us, Viva Energy is entering a lower capital cycle with 2026 CapEx expected to be between $350 million and $400 million. The company remains focused on reducing gearing through a combination of lower CapEx and improved earnings. We continue to assess growth opportunities across all our businesses, but for the next few years, we expect this to be mostly focused on the development of our retail business and upgrading our convenience offers. As I said earlier, I am pleased with the progress we are making on our strategic agenda and the performance of our business through the Middle East crisis. We have demonstrated the strength of our fuel supply chains and the resilience of our business through some of the most challenging of times. I expect Viva Energy to emerge from the crisis in good shape with a stronger reputation and many new opportunities for us to pursue. Thank you for your continued support. I'll now hand back to Sarah.

Thank you, Scott. We will now move to the formal items of business, and we'll take any questions and comments regarding the management and performance of the company as general questions at the end of the meeting. As we go through the resolutions today, I will open for questions. Those shareholders with us today in Melbourne today holding a yellow or blue card, you may make your way to the microphone at the appropriate time, and please identify yourself before asking a question. For our shareholders attending online, I would encourage you to start submitting your questions now, and we will address them at the relevant item as we go. I will now proceed with the formal business of the meeting. The notice of meeting sets out the following matters for consideration by shareholders today. First item, to consider the financial report, sustainability report, director's report and auditor's report. The second item is to adopt the remuneration report. The third item is elections and reelections of directors: To reelect Arnoud De Meyer as Director of the company; to elect John Joyce as Director of the company; to elect Alistair Bell as Director of the company. And four, to grant performance rights to Scott Wyatt under the company's 2026 Long Term Incentive Plan. During the meeting, we will display the proxy votes and the direct votes received in advance of the meeting. Where I, as Chair of the meeting, have been nominated as a shareholder's proxy, I intend to vote all undirected and available proxies in favor of each resolution. There are also voting restrictions for some resolutions as outlined in the Notice of Meeting. I remind you that the polls are open for voting. The outcome of today's meeting, including the final vote numbers, will be released on the ASX announcements platform as soon as possible after the conclusion of today's meeting. I turn to the first item of business, consideration of the financial statements and reports. The Corporations Act requires the directors to lay before the Annual General Meeting the financial report, sustainability report, directors' report and the auditor's report for the last financial year. There is no formal resolution put to shareholders for this item, but there will be an opportunity to ask questions on the matters contained in the reports. Representatives of the external auditor are here to answer any questions relevant to the conduct of the audit of the financial report and sustainability report, PricewaterhouseCoopers independence and the preparation and content of the audit report, accounting policies adopted by the company and policies adopted by the company in relation to the sustainability report. I note that there were no written questions received prior to the meeting for the external auditor. Are there any questions from the floor? Please make your way to the microphone, identify yourself and ask your question.

Madam Chair. My name is [ Chris Schwab ]. I'm a volunteer representing the Australian Shareholders Association at the meeting this afternoon. Today, I hold proxies from members and nonmembers totaling 20 shareholders for over 310,000 shares in your company. Can I start off by welcoming you in your first Annual General Meeting.

Thank you, Chris. Appreciate it.

And our association looks forward to working with you and your Board members in progressing particularly interest of retail shareholders. My question this afternoon noted that the loss in the refining business in 2025. With everything that's going on, I was wondering if you could give a bit of an update in your expectations as to where the refining business may be heading.

Thank you. I think, Scott, would you like to give the update?

Yes, certainly can. I mean I think the refining business has obviously been a challenging business to run in Australia. We've seen a number of refineries closed over a period of time. We have 2 refineries left in the country, one in Geelong and Ampol's refinery in Lytton, both of them supported by government with the Fuel Security Services Payment, which was put in place in 2021 and recently refreshed this year by the Albanese government. So I think it's -- my starting point is probably it's a challenging business. But with that support, we are still here. We're still refining. And I think one thing that we've learned over the last 2 months is obviously the importance of refining to maintaining our energy security in Australia. And I think that's now much more greatly appreciated by everybody in Australia about the important role that we play. So we're pleased with that recognition and obviously proud of what we do in supporting the country through the last couple of months. As a result of the disruption in the Middle East, the lack of crude oil that's available for refineries within our regions, so Asia Pacific region, there's obviously an impact to the availability of refined fuels. We do import into Australia still. Despite having 2 refineries, 80% of our fuel is imported from refineries within the Asian region, and that's obviously been heavily impacted and resulted in the price of those fuels increasing substantially, particularly in the early days of the conflict. So the net result of that is that the refining sector generally are generating quite healthy margins at the current present time, those refineries here in Australia, and indeed, in the whole region just generally trying to support the demand for refined products and the shortfall of refined products that are available. So certainly, at the current time, the refining businesses are quite profitable, and it's a reflection of that environment that we're trading into. But this is obviously for a moment in time and a moment in time that we obviously all hope will pass in the near future. And the renewal of the Fuel Security Services Payment is an important step to seeing those refineries continuing to be there, should we find ourselves in a similar place in the future.

Thanks. Do we have any other questions from the floor? Thank you. I will now go to phone questions. Operator, do we have any -- or sorry, online questions, Georgia, do we have any online questions on this item?

Thank you, Sarah. Yes, we do have a couple of general business questions.

Okay.

The first question is from [ Mr. Anthony Twining ]. Given that Viva is largely involved in the manufacture of petroleum for the car market, and supposedly, the car market is moving away from petroleum to electrification, what is Viva doing to keep up with the shrinking demand for petroleum-based fuels?

Thank you, Anthony. Excellent question. The market in Australia for liquid fuels overall is actually quite resilient. The market for diesel is continuing to grow with the population and GDP growth of Australia. The demand for jet fuel has shown a long-term increase. And as he's observed, the demand for petroleum -- of sulphur petrol, in particular, has been on a very slow decline for a while, but that's been more due to the increased fuel efficiency of cars rather than take up of EV, which in Australia has been by global standards, quite slow. So what is Viva doing about it? Well, we have EV chargers in some of our stations. We continue to roll that out. And we're investigating and investing in our capacity for low carbon liquid fuels. So you might use the same fuel, but it will be a lower carbon liquid fuel. And also, we've invested in hydrogen refueling stations. So we're aware that the mix of fuels in the future might change for your vehicle, but we intend to be supplying that fuel, whatever it is.

Thank you, Sarah. One more question online, also from [ Mr. Anthony Twining ]. What will Viva look like in 30 or 50 years' time? Has the Board thought about this? Or is it beyond the scope of today's thinking?

Another excellent question. I think I would like to say that in 30 to 50 years, Viva Energy will still be here and still playing a major part in Australia's transport and liquid fuels industry. I think the time scale is a good one. Our assets are very long life. They're very critical assets in Australia. They last for a very long time. So our market moves in the scale of decades. There's no sharp changes. So we'll adapt. We'll be selling different fuels, as I mentioned, and we'll still be here and still be successful and still be operating a safe and profitable business, I hope. Do you have anything you'd like to add?

Yes. No, I think, obviously, we're playing a critical role in transport fuels. The one thing that's guaranteed to change in the next 30, 40 years is the mix of energies that we move around. And as Sarah said, we want to play -- anticipate to play a role in supplying all the energies that customers need at that time. It's our role. But I would say we also want to think that, I believe, in diversifying our business as well. And obviously, the investments we've made in our convenience business is an important part of that and pursuing growth in other nonenergy areas as well. So the broader diversity of business that we enjoy today only strengthens over that 30 to 50 years.

Thanks. Georgia, do we have any other questions online?

No further questions. Thank you.

Thanks. I'll now go to phone questions. Operator, do we have any shareholders to wish to ask a question by phone.

Chair, there are no further questions at this time.

Thank you. As there are no further questions, I declare that the financial statements and reports have been received and considered at the meeting. I'll move to the next item, the 2025 remuneration report. The vote on this item is advisory only and does not bind the company or its directors. However, the Board will consider and take into account the outcome of the vote and feedback from shareholders on the remuneration report. Voting restrictions apply to this resolution as set out in the Notice of Meeting. Are there any questions from the floor on this item of business? I'll ask Georgia. Do we have any questions online on this item?

No questions online. Thank you, Sarah.

I will now go to phone questions. Operator, do we have any shareholders who wish to ask a question by phone?

Chair, there are no phone questions.

Thank you. A summary of the direct and proxy votes received in advance of the meeting in relation to this item appears on the screen now. As there are no further questions on this item of business, I formally put the motion on item 2, to adopt the company's remuneration report for the financial year ended December 31, 2025. Please record your vote now if you haven't already done so. For shareholders attending this meeting in person, please now select "For, Against or Abstain" next to resolution 2 on your yellow paper voting card. For shareholders attending this meeting online, please select "For, Against or Abstain" next to resolution 2 on your online voting card. Next item is item 3A. This item relates to the reelection of Arnoud De Meyer as a director. Arnoud retires at this meeting in accordance with the company's constitution, and being eligible, offers himself for reelection. The Board has considered Arnoud's performance and contribution and supports his reelection. Details of Arnoud's qualification, career and experience are set out in the notice of meeting and in the 2025 annual report. I will ask Arnoud to say a few words about his election. Arnoud, over to you.

Good afternoon, ladies and gentlemen. It is really a great honor for me to be here at the 2026 Annual General Meeting and to offer myself for reelection as a Director of Viva Energy Australia, and I thank the Board and the Chairman for her support. As you will have seen from my CV, I have spent the past 30 years leading business schools and in university in both Europe and Asia, roles in which I have worked closely with international business leaders and organizations. I have also served as an independent director or trustee in close to 20 organizations, some of them smaller and some of them larger than Viva Energy. Originally trained as an electrical engineer, I began my career as an instrumentation engineer in the petrochemical industry, and have maintained a very strong interest in energy production and distribution throughout my professional life. I believe I bring to the Viva Energy Board a broad international perspective on the challenges facing business today: experience among multiple sectors, a deep expertise in strategy, formulation and implementation, insight into the opportunities and risks associated with technology, a strong commitment to sustainability and diversity and an extensive academic and practical experience in the management of R&D and innovation. The 3 years since my election in 2023 have been both challenging and rewarding for Viva Energy. In my remarks at the 2023 AGM, I highlighted the uncertainty that lay ahead, and I fear that I was right at that moment. In recent months, and as Chairman and CEO already pointed out, the company has had to navigate several significant challenges, including rising cost of living pressures affecting convenience retail activities, geopolitical disruptions impacting the supply chains and, of course, the refinery fire. These events have reinforced the need for strong governance and risk oversight, and the Board has remained closely engaged to ensure appropriate responses and that the learnings are embedded across the business. Despite these difficulties, Viva Energy has responded remarkably well and has continued to play a critical role in securing Australia's energy supply while delivering consistent service to its customers. This is clear evidence of the strong platform and the resilient organization that management and the Board have built together. I am proud of what management has achieved and proud to be associated with this company. Under the leadership of our former Chairman, Robert Hill, and our current Chair, Dr. Sarah Ryan, and in close collaboration with a highly capable management team, we are successfully integrating multiple acquisitions in the convenience business, modernizing the refinery and reinforcing its importance as a strategic asset for Australia. As Chair of the Sustainability Committee, I'm focused on helping Viva Energy navigate the opportunities and challenges of the energy transition. This includes continuing to explore renewable energy opportunities, in particular hydrogen and low-carbon liquid fuels, and enhancing the attractiveness of the company to all its stakeholders, of course, including the shareholders. I remain convinced that the medium- to long-term outlook for Viva Energy is a strong one. I look forward to continuing to contribute to the transformation and the growth of the company as a director, as a member of the Remuneration and Nomination Committee and as the Chair of the Sustainability Committee. And as an independent director, I want to assure you that I have always approached our decision-making with the interests of the shareholders firmly in mind. Thank you in advance for the trust and the confidence you place in me, should you decide to reelect me as Director of Viva Energy. Thank you.

Thank you, Arnoud. Turning now to questions. Are there any questions from the floor on this item of business? Please.

Madam Chair. So I was just wondering in terms of -- I take that you're a resident of Singapore. Could you perhaps explain how often you are able to travel to Australia and how you keep yourself aware of affairs happening in this country.

I'm thanking you for that question. The answer is I come as often as needed, which means that last year, when I counted the number of times I have come to Australia was five times. But then, of course, we have quite a number of meetings online. And I don't know actually how many meetings we had, but it must be close to 20. So there is really no issue with my availability. Though I live in Singapore, it's actually only 6 hours flying from here and 2 hours at this time of the year, 2 hours of time zone difference. So it is really not an issue with my availability for the company.

And from the Board perspective, I can confirm that Arnoud is a very diligent and effective and engaged member of the Board. And as well as the Board meetings and committee meetings, we have various director briefings, learning sessions, deep dives and things. So he's basically in constant communication with the Board. Georgia, have we received any online questions on this item of business today?

Yes. Thank you, Sarah. There's one online question. The question is from Stephen Mayne. Why was there an 8% vote against Arnoud's election? Did a proxy adviser recommend against?

I'll take the one. So I can confirm that all 4 proxy advisers recommended for Arnoud's reelection. Why there was an 8% vote, we are unable to tell at this point in time. Thank you.

Thank you.

Do we have any other online questions?

No further questions. Thank you.

I will now go to phone questions. Operator, do we have any shareholders to wish to ask a question by phone?

Chair, there are no phone questions at this time.

Thank you. A summary of the direct and proxy votes received in advance of the meeting in relation to this item appears on the screen now. I formally put the motion to reelect Arnoud De Meyer as the Director of the company following his retirement in accordance with the company's constitution. Please record your vote now if you haven't already done so. I'll now turn to Item 3B. John retires at this meeting in accordance with the company's constitution and, being eligible, offers himself for election. The Board has considered John's performance and contribution and supports John's reelection. Details of John's qualification, career and experience are set out in the notice of meeting and in the 2025 annual report. I will ask John to say a few words about his election. John, over to you.

Thank you to the Chair and the Board for their confidence in nominating me for election today. My name is John Joyce. I joined the Viva Energy Board in June last year and, over that time, I focused on quickly building a strong understanding of its business, its people and its strategic priorities with the aim of adding practical value from day 1. I bring more than 30 years' experience in retail and executive leadership, including roles as Group Managing Director of ALDI Stores and CEO and Managing Director of Rebel Group. I currently Chair ASX-listed Dusk Group and also Chair the Board of Mr Vitamins. These roles keep me closely connected to customer trends, competitive markets, operational execution, all directly relevant to Viva Energy's retail business. At Viva Energy, I chair the Board Retail Committee, established last year, to sharpen Board focus on our retail strategy and performance. I also served on the Audit and Risk Committee and now sit on the Remuneration Committee give me a broad perspective across governance, risk and performance. Over the past year, we have made tangible progress in strengthening our retail business. I've spent time working directly with the retail teams to better understand operations on the ground and to help shape strategies that improve customer outcomes and support sustainable growth. This experience has reinforced the importance of practical customer-led decision-making. I'm also a shareholder of Viva Energy, so my interests are directly aligned with yours. I approached my role with a strong sense of accountability for long-term performance and value creation. The energy sector is changing rapidly. I believe my background in large customer-focused businesses, combined with my governance experience, positions me to continue to contribute effectively as the company navigates this period of change. I'm proud of the progress we have made, but there is more to do. I am seeking your support for election so I can continue to contribute to Viva Energy's strategy, performance and long-term success. Thank you for your time and support.

Thank you, John. Turning now to questions. Are there any questions from the floor on this item of business? Please.

I'd like to direct a question if I could. The company obviously is a franchise model in terms of their business model in terms of the operations of the various stations. Have I got that correct? Or they are all direct employees.

It's a mix, maybe. But keep going with your question.

Well, what the question was leading to the franchisees. There's examples in the Australian market, of course, where franchisees haven't met their obligations in terms of salaries and the like. I was just wondering how Board members keep themselves informed and manage that whole risk area in relation to the franchisees.

Chris, maybe I'll just clarify the operating model. So all of the Express stores, now branded Reddy Express and OTR stores, are all employees. So it's a full employee model. We employ about 12,500 people in our retail network. We have nearly 100 stores operating as Liberty Convenience that operate as an independent operator model. So we have independent business people running those stores under an agreement with us. And then we have quite a large number of stores that are branded either Shell or Liberty in mostly regional locations, where it's just a fuel supply arrangement and the operator owns and operates their business themselves. But for, I think, the stores that you have in mind, which are largely the company controlled network, they're all really an employee model.

Thank you. I was going to throw it to you anyway. Are there any other questions from the floor on this item? Georgia, have we received any online questions on this item of business today?

Yes, we have. We have one question from Stephen Mayne. Could new Director John Joyce and the Chair comment on the recruitment process that led to his appointment to the Board? Was a headhunter involved and did the full Board interview any unsuccessful candidates? Did John know any of our directors before engaging in the recruitment process?

I'll comment first and maybe ask you if you want to say any words, John. The recruitment process we undertook was a very diligent process that you would expect of a company when looking for a new executive director. Yes, we used a headhunter. So I'm just going to -- I'm just making sure I'm answering the questions. Was a headhunter involved? Yes. Did the full Board interview any unsuccessful candidates? I don't think we need to go into the intimate details of exactly how we ran the process. But I can assure everyone, it was a very diligent, correct process. We did a wide scan of potential directors and then we did full -- a lot of interviews and reference checking and so forth. And we're very, very pleased that John agreed to join the Board at the end of it. And the question, did John know any of our directors before engaging with the recruitment process?

No.

I don't think so, no. Thank you. Were there any other questions online?

No further questions online.

I'll now go to phone questions. Operator, do we have any shareholders who wish to ask a question by phone?

Chair, there are no phone questions.

Thank you. A summary of the direct and proxy votes received in advance of the meeting in relation to this item appears on the screen now. I formally put the motion to elect John Joyce as a Director of the company following his retirement in accordance with the company's constitution. Please record your vote now if you haven't already done so. We move to Item 3C. Alistair retires at this meeting in accordance with the company's constitution and being eligible, offers himself for election. The Board has considered Alistair's performance and contribution and supports Alistair's reelection. Details of his qualifications, career and experience are set out in the notice of meeting and in the 2025 annual report. I will ask Alistair to say a few words about his election. Alistair, over to you.

Thank you. Good afternoon, everyone, and thank you to the Chair and the Board for their confidence in nominating me for election today. It is a privilege to speak with you. My name is Alistair Bell, and it's an honor to have joined the Viva Energy Board on the 1st of March, a day with its own place in history. They say it in times of adversity, one's true character comes to the fore. Over the past 11 weeks, I've had the opportunity to witness the true Viva as it has responded to significant events that have been outlined by the Chair and the CEO, and I've been deeply impressed by the capabilities, values and resilience of the organization. I would like to take a moment to make the following points in support of my nomination. Since joining, I've been focusing on developing a detailed understanding of the business, its people, its strategic priorities, financial health all aimed at contributing from day 1, particularly in the retail business. I bring more than 35 years of executive leadership experience with ASX-listed and other large international organizations. I started my career as a chartered accountant. I believe this offers Viva Energy a few things: relevant sector experience in retail, commodity markets supply chain, infrastructure and natural assets, a genuine appreciation of complex, diverse cross-border operations. I have experience in value creation agendas, including disciplined capital management frameworks and enterprise transformation, both of which are highly relevant to Viva's strategy and operating model, a strong understanding of board processes and how to work effectively with committees and boards to support rigorous decision-making and outcomes and extensive experience in capital markets, both debt and equity, and a focus on capital management frameworks, capital structuring and balancing growth and shareholder returns. At Viva Energy, in addition to my role as a Director, I chair the Audit and Risk Committee and a member of the Sustainability Committee and Retail Committee. I've also been a member of the Board subcommittee that was established to oversee the company response to recent significant events. The energy sector is changing rapidly, and Viva Energy will continue to play a leading role in Australia's energy landscape, in supporting economic activity and strengthening national energy security. This, together with delivering our retail strategy, strengthens Viva's capacity to drive sustained performance and growth. I believe my background and experience in helping businesses improve performance, optimize networks and execute major change programs enables me to contribute effectively as the company navigates this period. I'm excited about Viva's prospects and committed to contributing independently to creating and unlocking value for shareholders. I respectfully seek your support for election today. Thank you for your time.

Thanks, Alistair. Turning now to questions. Are there any questions from the floor on this item of business? Absolutely.

In fairness I feel like I must -- I should direct the question to Alistair.

Your questions are very well.

Two quickers. Also, in relation to your background with Ritchies, one of the things we've read about the challenges that the business is facing is illicit tobacco industry and how much of the impact that's having on that particular market or that sector. Given your experience with Ritchies, do you have any comments in relation to how this issue could be possibly addressed or what it holds for the future?

I think the best way to address it is in terms of the illicit tobacco issue for Viva as a whole. It's been a massive headwind in our retail business. That is absolutely obvious. It's been a massive headwind for anyone involved in the tobacco and convenience sector. We're really glad to see that the police response and the legislative response is starting to come into play. And I think we're almost at a sort of a new normal, shall I say, in terms of tobacco. Is there anything else you want to add? That's kind of -- you have to say some words about tobacco?

Yes. Thank you for the question. It's very insightful because Ritchies have been quite vocal in the media. It's an industry issue. And as Sarah just outlined, the industry has been reshaping quite dramatically, very quickly. And Viva in its retail business is caught up in that repositioning. I think the company in Viva is tackling it in a very pragmatic way, and I look forward to working with the teams in further positioning it in the industry.

Are there any other questions from the floor at this time? Thank you. Georgia, do we have any questions online?

No questions online. Thank you.

Operator, do we have any shareholders who wish to ask a question by phone?

Chair, there are no phone questions.

Thank you. A summary of the direct and proxy votes received in advance of the meeting in relation to this item appears on screen now. I formally put the motion to elect Alistair Bell as a Director of the company following his retirement in accordance with the company's constitution. Please record your vote now if you haven't already done so. The next item of business is item 4, the grant of performance rights to Scott Wyatt. It is proposed to grant 1,820,664 performance rights under the company's 2026 Long Term Incentive Plan to our Managing Director and Chief Executive Officer. The plan is designed to motivate, retain and reward Scott and align his interest with that of shareholders. Each performance right will entitle Scott to acquire 1 ordinary share in the company for nil consideration at the end of the performance period, subject to satisfaction of the performance conditions. The performance period is 3 years and will run from the 1st of January 2026 to the 31st of December 2028. The notice of meeting sets out all the relevant details in relation to the performance rights, including the performance conditions. Voting restrictions apply to this resolution as set out in the notice of meeting. Now to questions. Are there any questions from the floor on this item of business? No questions at the time. Georgia, have we received any online questions?

Yes. Sarah. There's one question from Stephen Mayne. Thank you for disclosing the proxies early to the ASX. There was a 10% vote against Scott Wyatt's LTI grant. Which of the proxy advisers recommended against and what was the issue that concerned them?

The proxy adviser was ISS. They were the only 1 of 4 that recommended against. The issue that concerned them was that they wanted to see the actual numbers around our financial targets, which is not our usual process, and they didn't like the quantum. But all the other 3 proxy advisers recommend the full vote. Thank you. I will now go to phone questions. Operator, do we have any shareholders who wish to ask a question by phone?

Chair, there are no phone questions.

Thank you. A summary of the direct and proxy votes received in advance of the meeting in relation to this item appears on the screen now. As there are no further questions, I formally put the motion for Item 4, to approve for all purposes, including ASX Listing Rule 10.14, the grant of 1,820,664 Performance Rights to Scott Wyatt as company's Managing Director and Chief Executive Officer under the company's long-term incentive plan on the terms described in the disclosed explanatory notes. Please record your vote now if you haven't already done so. That now covers the formal business before the Annual General Meeting today. Before we finish up today, I will check in with the attending shareholders, Georgia and the phone line operator one more time to make sure that we haven't received any further questions. Are there any more questions from the floor?

My name is [ Gilbert Friar ]. I've been a shareholder for approximately 4 years. I've also done a bit of part-time trucking, and that leading to my question with the $300 million that was spent on the hydrogen project at Geelong. There doesn't appear to be a lot of talk about it and how successful it is, the throughput and the success of all the operators or the companies that are using the product.

Are you referring to the hydrogen refilling station?

Yes.

The CapEx quantum was -- Carolyn, it was approximately $50 million?

It was around about $40 million, but we also got some grants as well to offset a portion of that.

So it wasn't $300 million. It was around [ $40 million, $50 million. ]

I thought it was $250 million originally and it blew out $50 million, and the federal government gave $125 million. So what projects are there?

That's the Ultra Low Sulphur Gasoline project to meet new petrol specifications. But yes, it's an important project as well.

Yes. So the hydrogen refueling station is up and running, and trucks are using it and sales are slowly increasing. The whole project was partly funded by ARENA, which was really helpful because they funded not just the fueling station but the trucks and everything else needed to make it a success. Georgia, do we have any further questions online?

Yes, Sarah. We have a final general business question for [ Mr. Ronald Guy ]. It relates to modern slavery. Modern day slavery in supply chain is of great concern both internationally and within Australia. Viva has processes in place to combat this problem. Has there been any examples of suppliers being caught up in modern slavery? And if so, is there a financial cost to executives included within remuneration structures and KPIs for their failure to exclude modern-day slavery in Viva's supply chain?

Thank you. Viva Energy has very good and rigorous processes in place to combat this problem, and we put out our modern slavery report on the website for everyone to look at, and it goes into a lot of detail about what we do and how we do it. So thank you for your question, Ronald. I would encourage you to go and look at that report if this is a particular interest of yours. We haven't seen any examples of our suppliers that have been confirmed to have modern slavery. Do we have any other questions online?

No further questions online.

Thank you. Operator, are there any further questions on the phone?

Chair, there are no phone questions.

Thank you, operator. Thank you, Georgia. Voting will close shortly after the conclusion of the AGM. For those shareholders online, a 5-minute countdown timer will appear at the top of your screen advising the remaining voting time. If you have not already cast your vote, could you please do so now? For shareholders at the meeting in Melbourne, please complete your paper voting forms and place them in the ballot voting boxes with MUFG staff who are both roaming in the room and are located at the exit doors. [Voting]

Voting results will be released to the ASX announcements platform and will be displayed on the company's website as soon as possible after the conclusion of this meeting. Thank you again for participating today in this hybrid format meeting. It has been a pleasure to meet our shareholders in person in Melbourne, and we appreciate the attendance of those shareholders participating remotely. For those attending here today in Melbourne, I invite you to meet your directors and management team over some tea and coffee after this meeting. I declare the Annual General Meeting now closed. Thank you.