Wagners Holding Company Limited (WGN) Earnings Call Transcript & Summary

Welcome to the 2023 Annual General Meeting of Wagners Holding Company Limited. My name is Denis Wagner, and I'm the Chairman of Wagners Holding Company Limited. On behalf of the Board and staff of the company, it is my absolute pleasure to welcome all our shareholders attending the meeting today. Both those who are here in person and those that are taking advantage of the technology in joining online through the Computershare online platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting, and shareholders and proxies have the ability to ask questions and submit votes. Pursuant to Rule 16.7(b) of the company's constitution, I'm advised that a quorum for a general meeting is present, and so I now declare the Annual General Meeting open at 10:00 a.m. Let me begin by introducing my fellow Nonexecutive Directors, John Wagner, Ross Walker, and Lynda -- in attendance here today, Lynda O'Grady is joining us online today. I would also like to introduce Cameron Coleman, our Managing Director; Fergus Hume, our Chief Financial Officer; and Karen Brown, our Company Secretary and General Counsel. Also joining us today is BDO, the company's auditor, represented by Damian Wright, who is online; and McCullough Robertson, the company's legal advisers represented by Reece Walker. Representatives from Computershare are also here to assist with any voting or registration requirements. Before myself and Cameron take you through a review of the financial year and provide an update on our outlook, I will take you through some of the procedural aspects of today's meeting. Following the addresses, we will take questions on each resolution, allowing shareholders the opportunity to consider responses to those questions being voted on. 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. To ask a question, select the Q&A icon, type your question into the text box, once you finish typing, hit the send button. Please note that while you can submit questions from now on, I will not address them until a relevant time in the meeting. Please also note that our questions may be moderated or if we receive multiple questions on one topic, amalgamated together. To ask a verbal question, please follow the instructions online. As indicated earlier, questions will be addressed during consideration of each resolution. These questions will be moderated to avoid repetition. And if questions are particularly lengthy, we may need to summarize them in the interest of time. In the event that we run out of time to answer all the questions, we will respond to you separately after this meeting. For those of you joining us online, I encourage you to submit your questions as soon as you can. Voting today will be conducted by way of a poll on all items of business. I will shortly open voting on all resolutions. If you are eligible to vote, once voting opens, press the vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. If there is any person here at the meeting in person, who believes they are entitled to vote but is not registered to vote, please see the registration desk and a member of Computershare will assist you. I now declare voting open on all items of business. Proxies have been received from 106 shareholders, representing 76,969,939 ordinary shares, being 41.02% of the company's issued share capital. I will advise you of the proxy votes for each resolution as each individual resolution is being discussed. If you appointed me as your proxy, I will vote the proxy according to the directions on the proxy form. As the Chairman of the meeting, I will vote all undirected proxies in favor of each resolution. Moving on to my address. Can I offer a warm welcome to shareholders, stakeholders and our staff to the Annual General Meeting for financial year 2023. In the first half of FY '23, we had some serious hurdles to overcome in many areas of the business, challenges with our own performance, which needed improvement as well as challenges with market conditions, particularly in the concrete sector, which needed industry behavior to change. In February, both Cameron and I conducted an operational review of each business unit. We examined all aspects of the business, which involved a deep dive with our managers into almost every operational area of each business unit. The results of these were positive, and we have started to show in the -- and have started to show in the second half. The Board also supported a strategic review of the business. This work is still ongoing, and I envisage it could result in some changes to structure and the direction of some business units. Whilst we are not happy with the financial performance for the year, we are able to confidently say we have turned the corner. The construction materials and mining services divisions performed well in the last quarter of FY '23 and the outlook remains positive. Our strategic focus going forward will be to grow the construction materials business and expand our concrete plant network in a responsible way to ensure the future success of our upstream products. As per September's announcement, at an EGM in late January 2024, we will be seeking shareholder approval for some related party concrete plant leases following advice from the ASX. The long-term outlook for our bulk transport business is good, and the Board is considering how best to take this business forward. The Australian Composite division is seeing real improvement from the actions taken to streamline the management structure and the operations. The composite business in the USA still faces some headwinds in getting established in the market and consistent product sales. Our management team in the USA has been strengthened to achieve sustainable growth and to improve quality and efficiency. I will now outline our current position on our Zero cement EFC concrete business. The road to get EFC where we have it today has been challenging, and we have overcome many obstacles. These include challenges such as getting the relevant technical approvals, proving that we can deliver EFC on a commercial basis, establishing facilities in Australia and the U.K. to manufacture the activator solution and resolving the logistics of delivery of both the raw ingredients and the concrete into the U.K. market. All of these have now been achieved. Whilst we hear from governments, corporates and institutions of their desire to reduce carbon footprint and carbon output, we do not see it. There is no real action from the market to pay a small premium to genuinely reduce carbon output. Our team has had some success in getting the technology into the market. However, we have not had enough commercial support from the market to encourage us to continue to significantly invest in the growth and expansion of this business. As a result of this, the Board has decided to significantly scale back the EFC operations. This will be reflected in an impairment of the assets in the EFC business in the first half year results. The quantum of this will be $5.2 million. Our intention is to continue to protect the intellectual property, but scale the business down, so we do not continue to incur such significant costs. We also intend to be in a position to provide EFC or to provide the technology to other concrete producers but only when the market is prepared to pay for the true value of the technology or the product. I will now ask Cameron to present -- to provide some commentary on our performance and also the outlook for FY '24.

Good morning, ladies and gentlemen, and I'd also like to extend a welcome to our 2023 AGM. As Denis outlined, the 2023 financial year was certainly a year of challenges for the business and importantly, for the broader industry. We experienced tough market conditions, cost escalations and an inability to pass on the impacts of these costs, which negatively impacted our margins. Pleasingly, there was an improvement in our second half performance. We implemented a number of cost control measures and disciplined pricing policies across the entire group, with the benefit of these measures starting to be realized in the fourth quarter of FY '23. On a consolidated basis, the group delivered a revenue result of $477 million, which was a 40% increase compared to FY '22. Our reported EBIT result of $17 million was disappointing and down on the prior year. Notwithstanding this, in light of the improved market conditions, including elevated sales and margins, particularly during the fourth quarter of FY '23, we are optimistic that most of the challenges are now behind us. Overall, our Construction Materials and Services business delivered a 42% increase in revenue at $415 million. Cement volumes increased 25%, although the result was impacted by increased input costs, particularly in the first half. Our precast business commenced the production of precast concrete tunnel segments for the Sydney Metro tunnel project in the first half of FY '23 and had completed 50% of the project segments by the 30th of June '23. As of today, we've completed over 75% of the project segments. After an extended period of challenging market conditions, our concrete business managed to achieve a healthy increase in average sale price per cubic meter in the second half of FY '23. We observed increased volumes with the maturity of the plant network, which we expect to continue into this year. The company has secured a number of new long-term projects within our bulk haulage business during FY '23, contributing to the 43% increase in revenue year-on-year. Driver shortages impacted asset utilization, although this improved as the year progressed, particularly during the fourth quarter. Composite Fiber Technologies, or CFT, achieved a 41% growth in sales in FY '23 to $59 million, driven by strong sales in crossarms and custom build projects. We also commenced the manufacture and supply of composite utility poles with demand continuing to increase through the year. Despite the sales growth, the CFT business did not achieved the desired EBIT result. This was primarily due to margin impacts resulting from earlier pricing on long lead projects as well as expenses associated with commissioning machines and finalizing our pole specifications. Our U.S. CFT business in Cresson, Texas became fully operational during the year. Our full year results reflected a longer-than-anticipated commissioning process as well as a lagging sales cycle. Notwithstanding this, we do expect our investment in business development to deliver improved results in the longer term. If we now look at the outlook for the company, throughout FY '23, we improved our operational discipline across our entire organization. In conjunction with investment in our people, assets, as well as research and development capabilities, we are confident we've established a strengthened platform to deliver improved performance into FY '24. The demand environment for construction materials and services in Southeast Queensland remains robust. Likewise, demand for composite products, particularly our power poles is expected to increase as asset owners and utility networks understand the performance benefits our products provide. Performance for the first quarter of FY '23 has been positive and consistent with the improvement experienced in the last quarter of FY '23. Specifically, volumes have remained strong across the Construction Materials and Services business, particularly in cement and concrete. Transport projects, in aggregate, are delivering results in line with our internal expectations. While asset utilization continues to improve as driver shortages have eased. Demand has continued to increase for composite products, as I said, particularly in the power pole area. Group-wide pricing discipline has resulted in continued improvement on average selling prices, particularly in the concrete business and improved pricing together with implemented cost control measures are delivering sustained margin expansion across the whole company. We anticipate this positive operating environment will continue into the second half of FY '24. Given this, a slight improvement in sales is expected in the first half of FY '24 versus the second half of FY '23, and a more significant improvement is expected in terms of EBIT. This is, however, prior to any impairment costs with the EFC business, Denis addressed earlier. On a full year basis, we acknowledge there are some areas within our business that are facing unique challenges. In particular, the forecast completion of the precast concrete tunnel segments for the Sydney Metro project. During the first quarter of FY '24, at this stage, we have not secured projects to replace this specific projects earning contribution. This will result in a significant impact to the projected second half FY '24 precast revenues compared to our first half. Our CFT USA sales have not yet achieved the level of activity we had initially expected. While the team are pursuing numerous long-term opportunities, the lack of secured projects in the short term will result in a larger-than-anticipated full year CFT USA loss. So in summary, our outlook remains positive. We're confident in our long-term strategy, and we believe our business remains extremely well positioned to take advantages of the operations -- of the opportunities in our sector as we continue to use sustainable revenue growth and increased future returns to our shareholders. I'd like to take this opportunity to thank the entire Wagners' team, which is now approximately 1,000 employees working across 7 countries for their continued contributions. I'd also like to thank my fellow directors, who, as always, provide valued guidance and advice with a commitment to delivering on the overall group strategy and value to our stakeholders. I'll now hand you back to Denis to take you through the formal aspects of the meeting.

Thanks, Cameron. We now move forward to the formal business of the meeting. As the Notice of Meeting and explanatory memorandum have been circulated previously, and unless there is any objection nor propose to take them as read. The Notice of Meeting also sets out the voting restrictions for each resolution. The Corporations Act requires that the annual report of the directors, the auditor's report and the financial report be laid before the AGM. Those reports were circulated and dated 21st of August 2023. Neither the Corporations Act nor the company's constitution requires a vote of shareholders at the AGM on the financial statements and reports. I do now invite shareholders to comment or ask questions on the reports or the business of the company. Questions may also be asked of the auditors about the conduct of the audit, the content of the audit report, accounting policies adopted by the company and the independence of the auditor carrying out the audit. Are there any comments or questions on the financial reports or the report of the directors and auditors from the floor?

U.S. business, it has been talked about for many years. It appears it's still losing money. Is there a point where you just cut and run? Or do you really believe what you can offer more than what the Americans offering is going to make a profit? Because I think it's been a disappointing aspect of the whole scheme.

Now I understand that and the frustration that is causing. To answer the first part of the question, there may well be a point where we cut and run. And I hope we don't get there, though. I have personally spent a fair bit of time in the U.S. in the last few months. And I actually have every confidence in that business. We've certainly faced some challenges. Our product is starting to become recognized, not well recognized, but recognize some of the things that we can achieve with our products, no other composite company in American can achieve. So the focus is to start working on those things where we can offer an advantage over our competitors. The challenge we have at the moment is in the sales pipeline. It is what we refer to as a custom-built business. So a lot of the work in the U.S. is in boardwalk, it's in pedestrian, structures and bridges. And those -- that type of business, unfortunately, is lumpy. When we get a job, we get a big one. And the jobs are huge over there. I would ask that everyone just back our judgment at this point in time. I think it will be a hugely successful business, but we have some challenges, right, at the moment.

South Australian, Stobie poles for power distribution. Santos, [ that's ] my country out of quickly, when they replace. Do you know what I'm talking about, the Stobie poles...

I don't really know.

Well, they're used exclusively in South Australia. They submit internally but still wait on the outside. And they just put them in shape with the sand, put them in deep. And then when they finish with that, they just pull them out. They call Stobie poles and as far as I know, it's only [ sand those bring ] them up in South Australia.

My opinion on them, they're not as good as a composite pile -- a pole. We now make utility poles at our Wellcamp facility. We are selling an enormous number of poles to Essential Energy, which is the New South Wales country sort of payer transmission authority. In actual fact, they are taking off several pole that we're currently manufacturing. We are in discussions with other transmission authorities around the country for -- specifically for composite poles. We are looking at increasing our manufacturing capability for a larger pole here in Australia, and there is certainly a market for it. What we are told by the transmission authorities, the timber poles are very, very hard to procure, and it's going to become a bottleneck for transmission authorities. So if you look at the progress that our people have made in the utility pole sector, in the last 12 months, it's actually been quite amazing and very positive. And we do expect that we will still -- there is a lot of gains to be had as we make a bigger pole. We're doing a lot of product development as well. So we have a very, very positive outlook on the composite in the utility pole business. The Stobie pole, I won't comment on that being the steer ones have been around for a long time. I still don't believe that as good as a composite pole.

[ Janus Trevor from Mellon ] Capital. Denis, I'm not positive about as easy with Wagners. I had Wagners' shares when they first floated, $2.71 a share, I think they were -- and it indicated a return of 3.25%, which was very good if it happened to a little company that's going to get bigger and bigger. Now I have been a shareholder of other companies who had shares for more than 50 years. And I am trying to convince the younger members of my family, it's a way to build up your assets from coming from very little. I want to tell my family, I know patience obtains all things. And as we had previously -- one of the annual reports, we would get a return when the Olympic Games come. Well, I look around and I think most of us want to return before the Olympic Games. I want to tell my family that Wagners I wanted to be a great company. I don't want to have to tell my family that what should be the best company or one of the best companies in Queensland is a dog for me and the biggest dog I've ever owned in my life. So patience obtained all things. How long does our shareholders have to wait to get a return on the income? Some people paid $5 per share, I paid up to $4 something. I took up the rights issue. So I'm not positive at all, but I do ask when can we get god-given and so we can talk with impurity. Thank you. God bless and happy days.

Thanks, Janus. I probably will need [indiscernible], I think. But thanks for the question. And I think to put it bluntly, are we satisfied with the performance of this business since it's listed, absolutely not. And I certainly share, and I'm sure our management team does and our Board does share some of your frustration. I could stand up here today and give you a whole list of reasons why things haven't gone well. And we've probably discussed them before. But ultimately, the buck stops with us as a Board and with me as the Chair. And as I said, I do share your frustration. We have faced some headwinds. And unfortunately, when these things happen, we've got to deal with them, and we have to deal with them the best way we can. I still have absolute confidence in this business and the long-term prospects of this business. After we look at our half year performance, the Board will determine whether we restart paying dividends and in what form that will be, but that is a decision for a later date. Karen, is there any questions online?

There is one question, Denis, relevant to this item. It's from Stephen Mayne. Now the question is, do any of the 5 main proxy advisers, ACSI, Ownership Matters, Glass Lewis, ISS and ASA follow Wagners? If so, did any of them recommend a vote against any of today's resolutions? And if so, what reasons did they give? And could you also comment on any material protest votes that may have been lodged today?

I can't comment on the position of the proxy advisers and who they represent. They do not represent us as a company. They represent our shareholders. And I would encourage Mr. Mayne if he wanted to contact shareholders, and they wish to declare the hand that's willing good. I mean, it's not our intention, though, to disclose information that we don't -- are not obliged to disclose and on behalf of shareholders should not disclose.

That's it on that item of business. Thanks, Denis.

I'll now move to the next item of business, Resolution 1. The purpose of Resolution 1 is to seek shareholder approval for the adoption of the remuneration report contained in the company's 2023 annual report, which was released to the market on the 21st of August 2023. Resolution 1 ask shareholders to consider, and if in favor, to pass the resolution under Section 250R(2) of the Corporations Act that the remuneration report be adopted. This resolution is a requirement of the Corporations Act and require that the company's members vote on whether or not the remuneration report should be adopted. However, this fate is advisory-only and is not binding on the directors of the company. Proxies received in relation to this item are displayed on the screen. I remind shareholders that the company will disregard votes cast by key management personnel and their closely related parties as set out in the Notice of Meeting and the explanatory memorandum. I now invite shareholders to comment or ask questions on the remuneration report. Are there any comments or questions from the floor? Karen, are there any comments or questions from shareholders online?

No, Denis, there's no questions online.

We will now move to Resolution 2. Resolution 2 seeks approval that Mr. John Wagner, who retires in accordance with Listing Rule 14.4 and Rule 19.3(b) of the company's constitution and being eligible to be reelected as a Director of the company. Rule 19.3(b) of the constitution provides that no director who is not a Managing Director may hold office without reelection beyond the third AGM following the meeting at which the director was last elected or reelected. Listing Rule 14.4 also provides that a director other than the Managing Director must not hold office past the third Annual General Meeting following the director's appointment of 3 years, whichever is longer. John Wagner last stood for reelection at the company's 2020 Annual General Meeting. Accordingly, he will retire from office under Listing Rule 14.4 and Rule 19.3(b) of the constitution and stand for reelection. John is one of the cofounders of Wagners and has been involved in the business since its inception, bringing over 30 years' experience in the construction materials industry. He is also sat on the Audit and Risk Committee. Proxies received in relation to this item are now displayed on the screen. As set out in the Notice of Meeting, directors other than John, who will abstain from making a recommendation on this resolution, recommend you vote in favor of Resolution 2. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions in relation to this resolution from our shareholders online?

No, Denis, there's no questions online.

We will now move to Resolution 3. Resolution 3 seeks approval that Mr. Ross Walker, who retires in accordance with Listing Rule 14.4 and Rule 19.3(b) of the company's constitution and being eligible to be reelected as a Director of the company. Rule 19.3(b) of the constitution provides that no director who is not a Managing Director, may hold office without reelection beyond the third AGM following the meeting at which the director was last elected or reelected. Listing Rule 14.4 also provides a director other than a Managing Director must not hold office past the third Annual General Meeting following the director's appointment of 3 years, whichever is the longer. Ross Walker last stood for reelection at the company's 2020 Annual General Meeting. Accordingly, he will retire from office under Listing Rule 14.4 and Rule 19.3(b) of the constitution and stand for reelection. Ross is a chartered accountant with more than 30 years corporate and accounting experience and a former Managing Partner of accounting and consulting firm, Pitcher Partners Brisbane. Ross has sat on the Remuneration Committee and the Nomination Committee and has been Chair of the Audit and Risk Committee. Proxies received in relation to this item are now displayed on the screen. As set out in the Notice of Meeting, the directors, other than Ross, who will abstain from making a recommendation on this resolution, recommend that you vote in favor of Resolution 3. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions in relation to this resolution from our shareholders online?

There is one question online, Denis. It's actually a question for Ross from Stephen Mayne. The question is, a 4 person board seems too small for a complex multifaceted business like Wagners. Could Ross comment on whether he would support the appointment of one or more Independent Nonexecutive Directors to broaden the skill set on the Board? And would the board be open to moving to a majority of independent directors in the future?

Well, I'll pass Ross to answer the first question. I'll answer the second.

Well, the answer is quite simple. The answer is yes to the first question. Would I support a majority of Nonexecutive Directors? The answer is yes. I think we've been -- we had 5 Board members when we listed the company in 5 or 6 years ago. And Peter Crowley was the fifth Director that resigned, soon after we have not replaced Peter, and we will be continuing to look for his replacement.

Thanks, Ross. I think the second question is the Board open to more Independent Nonexecutive Directors? The answer to that, in my view, is yes. But I think the directorship also needs to somewhat reflect the shareholding. So I think that is certainly my position and the other major shareholders would feel very similar, I think.

That's all the questions online for that resolution, Denis.

We will now move on to Resolution 4. Resolution 4 seeks approval that for the purpose of Listing Rule 7.2, Exception 13, Sections 200B and 200E of the Corporations Act, and for all other purposes, the company hereby approves the renewal of the company's omnibus incentive plan, the terms and conditions of which are summarized in the explanatory memorandum. ASX Listing Rule 7.1 allows the company to issue a maximum of 15% of its capital in any 12-month period without requiring shareholder approval. Pursuant to Listing Rule 7.2, Exception 13, an issue under an employee incentive plan will not count towards the company's 15% limit provided the plan was approved by shareholders within 3 years before the date of the securities being issued. The Omnibus incentive plan was last approved by shareholders at the company's 2020 Annual General Meeting, and approval is therefore sought for this purpose. In addition, the Corporations Act provides that the company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company if it is approved by shareholders or an exemption applies. Shareholders are therefore also being asked to approve the ability for the Board to be able to exercise certain discretions under the Omnibus incentive plan in relation to the treatment of uninvested or unexercisable awards that may have been granted to persons who hold a managerial or executive officer of the company who sees employment. Proxies received in relation to this item are displayed on the screen. The directors abstained in the interest of corporate governance from making a recommendation in relation to this resolution. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from our online shareholders?

No, Denis, no questions online.

We will now move to Resolution 5. Resolution 5 seeks approval that for the purpose of Listing Rule 7.2, Exception 13 and for all other purposes, the company hereby approves the renewal of the company's executive STI plan in terms of conditions, which are summarized in the explanatory memorandum. As with the Omnibus incentive plan, approval is sought in respect of the executive STI plan for the purposes of Listing Rule 7.2, Exception 13. Pursuant to that rule, an issue under employee incentive plan will not account towards the company's 15% limit under Listing Rule 7.1, provided the plan was approved by shareholders within 3 years before the date of the securities being issued. The executive incentive STI plan was last approved by shareholders at the company's Annual General Meeting in 2020 and approval is therefore sought for this purpose. Proxies received in relation to this item are displayed on the screen. The directors abstained in the interest of corporate governance from making a recommendation in relation to this resolution. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from our shareholders online?

No, Denis, there's no questions online.

We will now move to Resolution 6. Resolution 6 seeks approval that for the purpose of Listing Rule 7.2, Exception 13, and for all other purposes, the company hereby approves the renewal of the company's broad-based employee share plan. The terms and conditions of which are summarized in the explanatory memorandum. As with the other incentive plans, approval is sought in respect to broad-based employee share plan for the purposes of Listing Rule 7.2, Exception 13. Pursuant to that rule, an issue under an employee incentive plan will not count towards the company's 15% limit under Listing Rule 7.1, provided the plan was approved by shareholders within 3 years before the date of the securities being issued. The broad-based employee share plan was last approved by shareholders at the company's Annual General Meeting in 2020 and approval is therefore sought for this purpose. Proxies received in relation to this item are displayed on the screen. The directors abstained in the interest of corporate governance from making a recommendation in relation to this resolution. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from our online shareholders?

No, Denis, not online.

We will now move to Resolution 7. Resolution 7 seeks approval that the proportional takeover approval provisions contained in Rule 15 of the company's constitution be granted effect for a further 3 years, effective on the day in which the resolution is passed. Rule 15 of the company's constitution includes proportional takeover approval provisions, which enable the company to refuse to register securities acquired under a proportional takeover bid unless a resolution is passed by shareholders in general meeting approving the offer. Under the Corporations Act, a proportional takeover provision expire after 3 years from the adoption or renewal and may then be renewed. The company is seeking shareholder approval to renew these provisions under the Corporations Act. Proxies received in relation to this item are displayed on the screen. As set out in the Notice of Meeting, the directors recommend that you vote in favor of Resolution 7. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from our online shareholders?

No Denis, nothing online.

We'll now move to Resolution 8, and a reminder that I will close the poll at the end of questions for Resolution 8. Resolution 8 seeks approval that for the purposes of Section 208 of the Corporations Act, Listing Rule 10.14 and all other purposes, approval be given to the issue of 327,423 options to Mr. Cameron Coleman, a related party to the company, by virtue of him being Managing Director of the company on terms described in the explanatory memorandum accompanying the Notice of Meeting. Listing Rule 10.14 provides the listed company must not permit a Director of the company, an associate of the Director or a person whose relationship with the company, the director or that directors' associate is such that in the ASX's opinion, the acquisition should be approved by security holders to acquire securities in a company under an employee incentive scheme unless it obtains approval of its shareholders. Proxies received in relation to this item are displayed on the screen. As set out in the Notice of Meeting, the directors with Cameron abstaining recommend you vote in favor of Resolution 8. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from our shareholders online?

There is one question, Denis. It's good the CEO summarize his past LTI experience as to whether they are vested or lapsed? Also has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company?

I'll answer that. I think the best way to view this is any dealings that Cameron has had or, in fact, any of the directors have had has been outlined in our annual report. So if I could refer to that sort of question, the person posing that question to the annual report and the information is in there and is accurate.

Sorry, I should have prefaced that with that. That's another question from Stephen Mayne. And that's all the questions online with respect to that resolution.

I will soon close the poll, and I just have to [ silent my phone ] before I do that. [Voting]

That concludes the formal business of the meeting. And I now declare the poll has closed. We now declare that the poll has closed. I will open the floor to sort of any further questions on the general business of the meeting and the operations of the company. If anyone has any further questions, we would welcome.

With the takeover situation, we voted on that. I've already given 990 for. It's Janus Trevor and come from the Mellon Capital. I look at the shareholder, the 20 largest shareholders and [indiscernible] got more than substantial shareholding. If in the future, as a small investor in every way, more ways than one, I would object if you would sell to a private equity company or that Wagners may take this over and not a reducing price that we would perhaps get at least the fair price, at least the price. What's your thoughts on this, Denis? Have you -- I like the shareholders to know what your thoughts on this?

Thanks, Janus. And it is something that -- in more recent times, we have put a lot of thought into and had some discussion around. If I can take you back to 2016-2017, when we were going through the listing process, we, as founders of the business, we're encouraged by our advisers to retain a large stake in the business. And the reason for that was because it was portrayed to us that it shows our commitment to the business, and we're not there just for an exit, we are in for the long haul. One of the challenges, though, that, that has created for this business, it hasn't given our shareholding a lot of liquidity. And that is a challenge that we had. And is there a definitive answer? Or is there a really clear answer how to fix that? There is actually not. If we, as shareholders sell down a portion of their shareholding, there could be a perception they're getting out, they don't want to stay involved. So I wouldn't say it's a catch '22, but it's not -- there's no easy resolution as a Board and as a shareholder, and I'm sure my brothers feel the same as major shareholders of this business, we would really like to see a lot more liquidity in the shares of Wagners. We need to work towards that. We need to work towards that in an orderly fashion so that it doesn't erode any further value in the value of the business. So I haven't got an answer for you. I can't sit here and say some of those suggestions that you -- or possibilities that you've had will never happen. There's nothing on the immediate agenda that I'm aware of. But we would like to broaden our shareholder base and improve liquidity within the company. Jim, we're just trying to using the microphone so the online shareholders can hear you.

I like your statement been for the long haul. As I said last year, I'm already, [indiscernible] a bit of a worry. But how seriously are you considering getting another director because, quite frankly, the more you have on board, to the limit of us, to get future skills and maybe some younger members on board who can add value and come up with some of the ideas that you might need. It's been 5 years. What are you doing about it?

Jim, there hasn't been a lot of positive action. It has been certainly in my mind as the Chairman of the Board, and there has been opportunity to speak over the last few years to potential Board members. We need to be mindful, we've come through a pretty rough period over 2, 3 years ago. And I said to this everyone, probably in the room, unfortunately, but we have come through a pretty tough period and difficult in those circumstances, it's difficult to encourage someone to come and sit on a board of a publicly listed company when the future is not as clear as it could be or should be. We are in the space now where I'm actually sort of out looking for potential Board members that will go through a process with the Nomination Committee. And I would also say that as in any organization, the Board does need to refresh. So no decisions made. There's no direction being given, but that is certainly my view on it. Is there any further questions from online, Karen?

No, nothing further. Thanks, Denis.

There being no further business, I now declare the Annual General Meeting for 2023 closed. Based on the proxies received prior to the meeting and displayed throughout the meeting, it would appear that all 8 resolutions will pass. Once the votes have all been counted and final results of the poll will be released to the ASX and published on our website. Thank you all for your attendance and your interest, and we do look forward to your continued support in the coming year. Please stay and enjoy some hospitality. Thank you.