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

Good morning, ladies and gentlemen, and welcome to the Extraordinary General Meeting of Wagners Holding Company Limited. My name is Ross Walker, I am one of the Independent Directors on the Board and will be chairing this meeting today, given the nature of the resolutions being considered. On behalf of the Board, it is my pleasure to welcome all our shareholders attending the meeting today, both those who are here in-person and those joining us 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 those. As you're aware, the purpose of this Extraordinary General Meeting is to consider two resolutions relating to the entry into leases in 2019 and 2020, with related parties of Wagners Holding Company Limited being Wagner Real Estate Investment Pty Ltd and Wagners Properties Pty Ltd. These leases are associated with the expansion of Wagners' fixed concrete plant network and our sites leased by the company on which concrete plants either have or will be established, at Coolum, Narangba, Yatala and Toowoomba, to support the company's concrete operations. The company has, through its Independent Directors, engaged KPMG Corporate Finance to provide a report on whether the transactions or the relevant -- related party leases are fair and reasonable to the holders of the company's ordinary shares, whose votes are not to be disregarded, in other words, the Non-Associated Shareholders. This report was circulated to shareholders as an annexure to the Notice of an Extraordinary General Meeting on the 22nd of December 2023. Pursuant to Rule 16.7(b) of the company's constitution, I'm advised that a quorum for a general meeting is present, so I now declare this Extraordinary General Meeting opened at 10:00 a.m. Let me first begin by introducing the other Non-Executive Directors. Lynda O'Grady, my fellow Independent Director, on the left. Denis Wagner, we all know as the company's Chairman, and John Wagner. I'd also like to introduce Cameron Coleman, our Managing Director. Fergus is not here. We've got Karen Brown, our company's Secretary and General Counsel, are all in attendance today. Also joining us today is McCullough Robertson, the company's legal advisers, represented by [ Reece Walker ]. Thank you, Reece. Representatives from Computershare are also here to assist with any voting or registration requirements. Today's meeting is being held online via 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 and 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, please hit the send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, amalgamated together. To ask a verbal question, please follow the instructions printed below the broadcast. As indicated earlier, questions will be addressed during the 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 we run out of time to answer all 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 for all resolutions. If you're 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's any person here at the meeting in-person who believes they are entitled to vote, that has 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. Proxy votes. Proxies have been received from 134 shareholders, representing 24,728,018 ordinary shares being [ 13.18% ] of the [ company's issued ] 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 for. As the Chairman of the meeting, I will have all undirected proxies in favor of each resolution. Resolution 1. Approval of the company's entering into Batching Plant Leases with Wagner Real Estate Investment Pty Ltd, I'll read out the full resolution. Resolution 1 [ seeks ] approval that for the purposes of ASX Listing Rule 10.1 and for all other purposes, shareholders approve the previous entry by the Company into leases with Wagner Real Estate Investment Pty Ltd relating to the following: Coolum Batching Plant for a 20-year term from 26 February 2020 with additional renewal options; Narangba Batching Plant for a 20-year term from 26 February 2020 with additional renewal options; and Yatala Batching Plant for a 20-year term from 1 October 2020 with additional renewal options, with the details set out in the Explanatory Memorandum for this Resolution attached to this Notice of Extraordinary General Meeting released to the market on 22nd of December 2023. Proxies received in relation to this item are displayed on the screen. As set out in the Notice of the Meeting, the Independent Directors unanimously recommend that you vote in favor of Resolution 1. I remind shareholders that the company will disregard any votes cast in favor of the Resolution by or on behalf of the related party, Wagner Real Estate Investment Pty Ltd, and any other person who will obtain a material benefit as a result of the transaction, the subject to this resolution, or associated with that person or those persons, as set out in the Notice of Meeting's Explanatory Memorandum. So are there any questions from shareholders in relation to Resolution 1 from the floor? If there are no questions from the floor, Karen, are there any questions or comments in relation to this resolution from our shareholders online?

No, there is not.

I'll move to Resolution #2, which is approval of the company's entry into the lease agreement with Wagners Properties Pty Ltd for a workshop and batching plant in Toowoomba. Resolution 2 seeks approval that for the purposes of ASX Listing Rule 10.1 and for all other purposes, shareholders approve the previous entry by the Company into a lease with Wagners Properties Pty Ltd relating to a workshop and ready-mix concrete batching plant for an approximate 20 year and 10-month term from 1 February 2019 with additional renewal options, details of which are set out in the Explanatory Memorandum for this Resolution attached to the Notice of Extraordinary General Meeting released on 22nd of December 2023. Proxies received in relation to this item are displayed on the screen. As set out in the Notice of meeting, the Independent Directors unanimously recommend that you vote in favor of Resolution 2. I remind that shareholders of the company will disregard any votes cast in favor of the resolution by or on behalf of the related party, Wagners Properties Pty Ltd, and any other person who will attain a material benefit as a result of that transaction, the subject of this resolution or an associate with that person or those persons, as set out in the Notice of Meeting's Explanatory Memorandum. Are there any questions from shareholders to this Resolution 2 from the floor? And Karen, are there any comments or questions in relation to this resolution from our shareholders online?

No, nothing at all.

Sure. Well, that concludes the formal business of the meeting. Please find -- please finalize your votes, and Computershare will come around and collect your voting cards. I now declare the poll is closed. There being no further business, I also now declare this Extraordinary General Meeting closed. Based on the proxies received prior to the meeting and displayed throughout the meeting, it would appear that both resolutions will pass. Once the votes have all been counted, the final results of the poll will be released to the ASX and published on our website. Thank you for your attendance and interest, and we look forward to your continued support. Thank you.