Good morning, everyone. My name is Chloe Heazlewood, and I'm the Acting Director, Investor Relations at Atlas Arteria. I welcome you to Atlas Arteria's 2024 Annual General Meetings. The meetings are being held as hybrid meetings, which means we have security holders and proxy holders attending both in person and online. As a result, there are a few important housekeeping matters to cover before we start. First, for those attending in person, if the building fire alarm sounds or you're advised that there is an emergency in the building, please follow the directions of the warden. Exit will be via the stairs next to the lifts or via the back area service stairwell. There is no smoking allowed on site at the RACV Club. Bathrooms are located past the lifts, and please turn your mobile phones to silent during the meetings. Now, for everyone's information.
Due to Atlas Arteria's stapled structure, there will be two meetings taking place this morning. One for Atlas Arteria Limited, the Australian parent company that forms part of the Atlas Arteria Group, and one for its stapled entity, Atlas Arteria International Limited, the Bermudian parent company of the group. For today's meetings, you will hear from the Atlas Arteria Chair, Debbie Goodin, the Atlas Arteria International Chair, Fiona Beck, and Graeme Bevans, the CEO of Atlas Arteria. You will also hear from each of the directors who have been considered for election or re-election at today's meetings. In relation to the formal business of the meetings, voting on the resolutions is by way of a poll.
To provide security holders and proxy holders with sufficient opportunity to vote, the chairs will declare the poll open on all unconditional items of the business to be considered at the meetings after they formally open each meeting. The unconditional items of business for ATLAX are items 2-8, and items 1-4 for ATLIX. The spill resolution, which is item 9 for ATLAX, is a conditional item, and the poll for that item will only be opened if a second strike is received on the remuneration report. I will provide further instructions on how to vote at today's meeting shortly. The proxy positions, including open proxies, will be shown after each resolution is introduced, and the results for all resolutions considered at the meeting will be released to the ASX after the end of the meetings.
As mentioned in the notices of meeting, the chairs would vote all undirected proxies held by them in favor of the resolutions other than the spill resolution. The chair will vote all undirected proxies against the spill resolution if this resolution is put to the meeting. At the conclusion of the meetings, we will invite all those attending in person to join us for refreshments. Security holders, proxy holders, and corporate representatives may vote on the items of business once the polls are open. If you are here in person, entitled to vote at today's meetings, and have registered at the attendance desk, you should have received a blue and a green voting card. The blue voting card is for ATLAX items 2-8 and ATLIX items 2-4, and will be collected by Computershare after all these unconditional items are voted on.
The green card is for the spill resolution and will only be required if the spill resolution is voted on at the end of the meetings. If the 2023 remuneration report under ATLAX item 4 is adopted and avoids a second strike, the spill resolution under item 9 will not be considered at this meeting, and the green card will not be required. If the 2023 remuneration report receives a second strike, then security holders will be asked to vote on the spill resolution, either online or by completing their green voting card. If you're entitled to speak but not entitled to vote at the meetings, you should have received a yellow card.
If you haven't received a card and you think you should have, or you think you have not received the correct card, please go to the check-in registration area, where a Computershare representative will assist you. To vote on an item, please tick or mark the for, against, or abstain box for the relevant item. You must only mark one box for each item. You will be given time to vote on each item following the discussion on that item. For those attending online, when the chairs declare the polls open, a voting icon will appear on your screen, and the items of business will be displayed. To vote, press the Vote icon, and the voting options will appear on your screen. You can then select your voting direction, and a tick will appear to confirm receipt of your vote.
There is no need to hit a Submit or Enter button, as the vote is automatically recorded. You will receive a confirmation notification on your screen. To change your vote, select Click here to change vote and a different voting direction to override. You may vote up until the time the polls close, which will be announced during the meeting. Security holders, proxy holders, and corporate representatives may also ask questions during the meetings. To ask a question in person, please approach the microphone when prompted and show your investor card to Atlas Arteria representative. Once you've done this, state your full name and any affiliation you have. If you are unable to approach the microphone, please raise your hand so a microphone can be brought to you. We ask that you hold any questions on specific resolutions until we come to that item of business.
If you're attending the meeting via the online platform, to ask a written question, click on the Q&A speech bubble icon. Once you've completed typing your question, please click the Send button to submit your question. If you are asking a written question about a resolution, please start the question by identifying the resolution it relates to. If you have a written question already prepared on any items of business, please submit it now on the platform, so that as many questions as possible can be answered during the meetings. To ask a question verbally, please follow the instructions shown below the broadcast window on the online platform, and please state your full name before asking your question. Please limit your questions to only one or two at a time, and then rejoin the queue to allow others to ask questions.
If you are experiencing any technical difficulties, please call the number on the screen. With that, I will hand over to Debbie Goodin, the Chair of Atlas Arteria Limited. Thank you.
Thank you, Chloe, and welcome to Atlas Arteria's 2024 annual general meetings. My name is Debbie Goodin, and I am the Chair of Atlas Arteria Limited. I'm advised that there is a quorum present, and so I declare the meeting of Atlas Arteria Limited open. I will, I will open the polls now, so you can commence voting. Firstly, I would like to acknowledge the Wurundjeri people, who are the traditional owners and custodians of the land of which I am presenting today. I would also like to pay my respects to elders, past and present, of the Kulin Nation. We respect and value the importance of preserving our traditional owners' cultures and customs. We are an Australian-listed stapled group with operations over three continents, and I wish to acknowledge the traditional owners of all those lands.
Due to Atlas Arteria's stapled structure, as we mentioned earlier, two meetings will take place this morning simultaneously. One for Atlas Arteria Limited, the Australian parent company, and one for Atlas... Sorry, my scroll's missing. entity, Atlas Arteria International Limited, the Bermudian parent company of the group. Most of you will be familiar with the relationship between the two companies, but it is set out in the screen for ease of reference. This morning, I will refer to the Australian entity as ATLAX, the Bermudian entity as ATLIX, and the group as Atlas Arteria. In addition to chairing ATLAX, I am also a director of ATLIX. The chair of ATLIX is Fiona Beck, who joins us today from Bermuda. Good morning, or should I say good evening, Fiona?
Good morning, everyone. I'd like to extend a warm welcome to all investors and visitors and reiterate Debbie's thanks for your support in joining us today. Debbie and I are also joined by our fellow ATLIX directors who are here with me in Bermuda, Kiernan Bell and Andrew Cook. I now declare the 2024 annual general meeting of the security holders of Atlas Arteria International Limited open, and on advice, declare that we, too, have a quorum. I also confirm the polls for the ATLIX items of business are now open, and you can commence voting. While I will chair the ATLIX meeting today, I have asked Debbie, as a director of ATLIX, to assist with the running of the meeting to make the process smoother. I will now hand back to Debbie.
Thank you, Fiona. I would now like to introduce the ATLAX directors. Joining me in Melbourne today, to my right, are Graeme Bevans, our Managing Director and CEO, David Bartholomew, Chair of our People Remuneration Committee, John Wigglesworth, Chair of our Audit and Risk Committee, and Ken Daley. Also attending online is Jean-Georges Malcor, who is in France, and Laura Hendricks, who is based in the United States, but is currently also in France. You can see Jean-Georges and Laura on the screen. Also joining me on the stage are Clayton McCormack, our General Counsel and Company Secretary, and Chloe Heazlewood, our Acting Director, Investor Relations, who you heard from earlier today. Chloe will be assisting me in the meeting by reading out any written questions.
Also joining us in the audience are David Collins, our Chief Financial Officer, and Ben Gargett, our Signing Partner from PricewaterhouseCoopers, our auditors. Also with us is Chris Dedrick of Computershare, our registry, who will be the Returning Officer for today's meeting. One final point before I move to my chair's address. A number of directors are up for election at today's meetings, and they will address security holders briefly when we come to those agenda items. I will now move on to my chair's address. The past year has been one of consolidation and integration. Despite some challenges, we remained focused on executing and delivering against our objectives, and we performed in line with expectations. This is a testament to the resilience of our business and to the strength of our management team.
We engaged extensively with security holders and key stakeholders as we refined our strategic priorities to provide a framework for transparent communication with security holders and to position Atlas Arteria to continue to deliver long-term value. Importantly, our strong governance practices continued, namely with the refinement of our remuneration framework. Our focus on board renewal and maintaining a constructive working relationship with IFM, our largest investor. In terms of our financial performance, the positive impact of inflation-linked tolls was evident in our 2023 results. Weighted average toll revenue and weighted average EBITDA both increased by 7% compared to 2022. This strong business performance, underpinned by APRR and supported by distributions from Chicago Skyway and Warnow Tunnel, enabled distributions of AUD 0.40 per security for the year. This was another pleasing result and reflects the diversity of our revenue sources.
In France, APRR had a record traffic performance, which resulted in Atlas Arteria's weighted average traffic increasing by 3.3% on 2022. At the same time, we continue to foster constructive and productive relationships with our joint venture partners, Eiffage, AREA, and PGGM, and with the APRR management team. Pleasingly, we've had a positive start to the year, with the consortium formed by APRR and Eiffage selected as a preferred bidder for the A412 project. This lays the foundations for potential further expansion of the network. The signing of this concession is expected later this year. A key milestone during the year was the successful completion of the 12-month transition plan at Chicago Skyway. Pleasingly, in year one, the Skyway performed, the Skyway outperformed the conservative assumptions in our business acquisition case, and growth in tolls and traffic exceeded expectations.
We also continued to strengthen our relationship with our joint venture partner, Ontario Teachers, and the Skyway management team. At Dulles Greenway, our clear focus is on the business being more sustainable, either by negotiating and executing a new concession agreement or achieving increased tolls through rate cases. Graeme will provide more detail on our two-pronged approach in his address. On the ESG front, we have maintained our 40/40/20 gender balance across all levels of the company, across our boards, within senior executive roles, and across Atlas Arteria employees. We have also successfully integrated Chicago Skyway into our greenhouse gas emissions reporting, recalculating our baseline and incorporating it into our Scope 1 and Scope 2 emission reduction targets. We did face some external macro headwinds which weighed on our security price.
These included rising bond yields and the imposition of a new French tax on companies operating long-distance transport infrastructure, called the TEILD. The introduction of this new and unforeseen French tax is disappointing. APRR is committed to pursuing its legal and contractual rights to the maximum extent, and it has in all other circumstances, where the French government has sought to impose taxes targeting the motorway sector. Graeme will also go into more detail on this in his address. Continuing to grow long-term security value remains our unwavering focus. We remain committed to providing our security holders with distributions funded from operating business cash flows and cash on hand. As communicated at the time of the Skyway acquisition, as a one-off initiative, we are supporting short-term distributions with capital releases from Skyway regearing, which was completed in 2023.
I want to emphasize that future regearing proceeds from the Skyway are not intended to be used to support regular distributions. Instead, they will be used to fund growth projects within the businesses, share buyback programs or special dividends. Chicago Skyway's next regearing opportunity is expected to be no earlier than 2026. In 2024, we have again guided to distributions of AUD 0.40 per security, with AUD 0.07-AUD 0.08 per security expected to be funded from cash on hand, reflecting a portion of the capital release proceeds. While we estimate the impact of the French tax on cash flows to be around AUD 0.04-AUD 0.05 per security, 2024 distribution guidance has been maintained at AUD 0.40 per security. This decision was taken in the context that we have a constitutional challenge underway in France, with an expected outcome during the second half of this year.
In addition, we are actively exploring options with APRR and in partnership with Eiffage, to mitigate the impact of this new French tax on cash flows. Looking ahead, we remain laser focused on growing underlying operating business cash flows to ensure high-quality distributions to you, our security holders. For the first time, we have set a free cash flow per security compound annual growth rate target of 5.5% until 2027 under our revised LTI framework. As I mentioned earlier, during the year, we dedicated ourselves to actively engaging with and listening to our security holders and key stakeholders. These conversations played a formative role in shaping our strategic priorities for 2024 and beyond, and we remain committed to continuing this constructive dialogue. As we stated in our 2023 results, we have refined our business strategy in three key areas.
Firstly, we will pursue value accretive initiatives within our existing businesses that aim to enhance operating efficiencies, lower costs and improve safety. Secondly, we intend to pursue growth opportunities that are directly related to or in proximity to our existing businesses, such as the A79 project in France, which commenced tolling in late 2022. I want to again reiterate that other than in the context of these associated opportunities, acquisitions are not being considered. Should this position change, we will communicate appropriately with security holders. Lastly, we will maintain a strong balance sheet and look to optimize the capital structures at each of our businesses, backed by investment-grade credit ratings. We will also explore capital management options that provide value for our security holders. In addition to honing our strategic priorities, we refined our remuneration framework in 2023.
We want to maintain remuneration practices that help to attract and retain the best talent for our businesses, are aligned to the interests of security holders, and are consistent with market best practice. We were pleased to have engaged with many of our security holders and proxy holders in the lead up to this AGM to hear their views on this. We have made enhancements to better align outcomes to group performance and value for our security holders. We have also updated our guidelines to be clear about the parameters for the exercise of discretion by the boards for executive remuneration decisions, both positive and negative. The board is confident these enhancements will further align executive and security holder interests. In other governance and leadership news, in March, Graeme Bevans informed the boards of his decision to retire.
Graeme's leadership has been instrumental in establishing Atlas Arteria as a strong standalone business. He will leave the business in great shape and on track to continue to drive value for security holders. A comprehensive global search is currently underway for Graeme's successor, and he has agreed to stay on until a new CEO has been appointed to ensure an orderly transition. Our board renewal process has seen a complete refresh of the board since 2017. We continuously strive to ensure the representation of a diverse mix of skills, experience, backgrounds, and perspectives on our boards. Four directors are standing for either election or re-election today. You will hear from each of them later. Laura Hendricks is standing to be elected to the ATLAX board. Fiona Beck is standing for re-election to the ATLAX board.
Kiernan Bell is standing to be elected to the ATLAX board, and IFM nominee, Ken Daley, is standing for re-election to the ATLAX board. I would like to provide some brief context on the circumstances around Ken's appointment to the board and his recommended reappointment this year. You may recall that in June 2022, IFM became a substantial shareholder in Atlas Arteria, and at last year's AGM, the board recommended Ken for a 1-year term as an IFM nominee. Ken has added value to the board during his time, and all measures put in place by the board to manage conflicts of interest have been respected. Having considered the contribution that Ken makes to the board of ATLAX as a director, and being satisfied that the agreed corporate governance arrangements are in place and working well, the board has recommended Ken's re-election for a standard 3-year term.
In March this year, we received a request from IFM for additional representation on the ATLAX board. IFM have advised us that they would like to nominate an IFM executive as a second board nominee, being Danny Elia, the Global Head of Asset Management Infrastructure at IFM Investors. As outlined in the notices of meeting, the board of ATLAX has agreed a pathway to a second IFM nominee position on the board after the outcome of today's AGM is known. The board has not met with, nor conducted standard due diligence on any second IFM director nominee, nor has the board agreed with IFM any shareholding thresholds or corporate governance arrangements appropriate for a second nominee.
We do, however, respect IFM's request as our largest shareholder, for increased board representation, subject to agreement on these threshold matters of ownership, corporate governance arrangements, and the skills and experience of any nominee. Today, we are only seeking security holder approval to increase the maximum number of ATLAX directors to eight. This will create space on the board for the potential appointment of another IFM director in due course. It is important to note that Atlas Arteria, as a listed Australian company, is also committed to meeting the ASX corporate governance principles. We will be seeking joint commitment to these generally accepted principles of good governance in the Australian market from IFM. We are committed to maintaining a constructive relationship with IFM, and we will always act in the best interest of all security holders.
In closing, I would like to reassure you, your best interests and the sustainable value we create for you is what drives us every day. The executive team and the broader Atlas Arteria team worked hard to deliver solid results in the face of some challenges in 2023. They will continue with this commitment, and I am confident that with their expertise, we can continue to build an even stronger, more resilient business for you. Thank you for your continued support and investment. I would now like to hand over to Graeme to take you through our key operational highlights.
Thank you, Debbie, and good morning, everyone. As you've just heard, 2023 was a year of consolidation. The business delivered a robust financial performance underpinned by strong traffic and inflation-linked tolls. As you heard from Debbie, we announced a refined and transparent strategy with our annual results. We also reviewed our organizational structure and ways of working, launching a new business operating model, all geared to optimize value for security holders. I'll now take you through our performance for 2023 and the first quarter of 2024. The APRR Group had another strong year and continues to be the major driver of our financial performance. Traffic, toll revenue, and EBITDA all outperformed 2022 levels, a record result predominantly driven by robust light vehicle demand.
For the first quarter of 2024, APRR Group traffic was slightly lower than the prior corresponding period, primarily due to farmer strikes in France. This saw road closures and motorways blockaded during a 2-week period. In spite of the farmer strikes, demand for light vehicle traffic remained resilient. At Chicago Skyway, traffic fell for 2023 by around 7%, but was above the business acquisition case, which allowed for the negative impact of the planned Indiana Toll Road works. Those roadworks on the ITR reduced capacity to 1 lane in each direction for around 6 months of the year, with a fortuitous break over the summer. The strength of the tolling regime drove growth in tolls of 21% across 2023 and 2024, above our acquisition assumptions of around 18%.
Toll revenue and EBITDA grew compared to 2022 levels, in spite of a fall of traffic because of the ITR roadworks. As a reminder, the estimated toll increases for 2025 are around 5.8% based on current US GDP per capita analysis for 2023. Traffic at the Skyway remained lower in Q1 due to periods of heavy snowfall and extreme winter conditions in January across the Midwest. The prior period also reflected roadworks on the Frank Borman Expressway alternative route. Toll revenue, however, was higher than Q1 2023, supported by toll increases. At Dulles Greenway, traffic was up by around 6% compared to 2022, reflecting the gradual return to office-based work in Northern Virginia and the Greater Washington area. Revenue increased ahead of traffic due to the increase in proportion of higher-priced peak traffic and higher violation revenue collection.
Traffic continued to show positive signs of improvement in the first quarter of 2024. At Warnow Tunnel, traffic increased around 3% versus 2022, with roadworks along the Am Strande alternative route amplifying the travel time savings offered by the tunnel. This positive trend continued into the first quarter of 2024, with more roadworks on the alternative route expected over the next few years. Turning to our progress on ESG and our achievements during 2023, our efforts are focused around four key sustainability pillars: safety, climate and environmental stewardship, our people, and customers and community.
Safety is core to everything that we do, and we're focused on building a strong safety culture, continuously improving performance, and mitigating risk across all of our businesses. While our safety performance was slightly better than in 2022, there is still significant work to be done to ensure that we are consistently meeting all of our targets and improving. Overall, at APRR, we are disappointed to have missed our target to keep the LTIFR at 3 or less, with a score of 3.36. We did, however, meet our target of 1 or less lost time injuries at our smaller businesses. Across all our businesses, we're taking tangible steps to improve safety. At APRR, the 2023 safety plan was launched with 9 core safety objectives focused on accident and injury prevention.
APRR also undertook an outreach campaign, visiting schools and community groups to educate local communities on safe driving practices. At Chicago Skyway, a key objective during the year was aligning the business with Atlas Arteria's safety approach and reporting process. A core part of this was rolling out our safety reporting software, Asset Vision, to improve safety performance monitoring of all incident types. On the climate and environmental stewardship front, we're on track to achieve our target of a 25% reduction in our Scope 1 and 2 emissions by 2025, compared to a 2019 baseline. This target has been restated to include Chicago Skyway emissions. During 2023, we continued to address our emissions profile with a 22% reduction in Scope 1 and 2 emissions, compared to a 2019 baseline.
This was driven predominantly through renewable electricity purchases and the continued electrification of APRR's significant light vehicle fleet. We have also worked to further define our 2019 baseline scope three upstream emissions across our wholly owned businesses, including establishing baseline scope three upstream emissions for Chicago Skyway. I'm also happy to report that our 2022 modern slavery statement achieved an A rating in the Monash University assessment of ASX 100 members modern slavery statements, a very pleasing result. Our 2023 modern slavery statement will be published around the end of this month, end of June, I should say. In addition, this year, we published our first human rights commitment statement, and in April, we became a participant member of the UN Global Compact. This year, we are continuing to focus on improving our safety metrics and addressing our greenhouse gas emissions.
We're also continuing to develop our approach to Scope 3 emissions. APRR, in partnership with Engie , also plans to install five 400-500 kW per terminal EV charging stations for heavy trucks traveling along the A6 between Lyon and Paris. I would now like to focus on our priority focus areas for the year. First, we are focused on challenging the long-distance transport tax in France that Debbie described. We're pursuing our legal contractual rights to the maximum extent. Our first approach is via a constitutional challenge, which we, together with the other French motorway companies, filed in March. We expect an outcome of this action by the end of this year. At the same time, if we are successful on this front, then the new tax will be canceled. Concurrently, we're preparing commercial litigation, which would follow a failure of the constitutional challenge.
This process can take 3-4 years. Simultaneously, we're focused on building a relationship with the new French minister, Patrice Vergriete, as we engage with him on the future of the French concession system. We would expect any compensation for the new tax on operators of long-distance transport infrastructure to be under the existing concession arrangements. Separately, we're pursuing associated growth opportunities at APRR, including the A412 project. A consortium formed by Eiffage and APRR was selected as the preferred bidder in March, and the next step following regulatory review, which is happening as we speak, will be the signing of the concession. At that point, we'll announce to the market the terms of that concession. We expect that to take place in the second half of this year. APRR has an option to fully acquire the concession at its discretion.
At Dulles Greenway, our priority is to put the business on a more sustainable financial path to unlock value, and we're actively pursuing potential options. As part of a two-pronged strategy, we continue to progress rate case application with the SCC. Disappointingly, the hearing examiner released their report this morning and recommended that the SCC denies TRIP II's application for increased tolls. He stated that while the proposed tolls provide no more than a reasonable return, they do not satisfy the other two of the three limbs in the statutory test. The commission is expected to make a determination in the second half of this year, and in doing so, will take into account all of the evidence presented through the SCC rate case, as well as the findings of the hearing examiner's report.
We stand firmly behind the Greenway's 2023 SCC submission, and we strongly believe that our SCC submission is fair and appropriate, given the Greenway has not been granted a peak toll increase for five years, and the last approved off-peak increase took effect in January 2022. We will be making a submission to the SCC in this regard by the due date, which is the 5th of June this year. Our preferred outcome remains to lower tolls for motorists through a move to distance-based tolling. Disappointingly, language authorizing VDOT to negotiate and execute a new concession agreement with the Greenway was removed from the compromised Virginia state budget. We expect the next opportunity to pass legislation will be in early 2025 at the legislature's next session.
At Chicago Skyway, having completed the 12-month transition plan, optimization of the business is a key area of focus in 2024. The shift to a proactive whole of life approach to maintenance is progressing to plan. This change is supported by technology, including the integration of a new asset management system and upgrade of the back office tolling system. Simultaneously, work on the digital twin, including drone imaging of the main structures and bridges, continues. Once completed, it will become a valuable tool to support decision-making in whole of life maintenance investments. Moving on to our organizational review. We've removed the strategy and corporate development role, reorganizing the COO role into two roles, and pleased to see Jim Dixon here today, who was in that previous role. The first one, based in Europe, held by Vincent Portal-Barrault, has taken on strategy and portfolio management.
The second is based in the U.S., where we have a focus on optimizing our businesses and incorporates a corporate development role. We are delighted to have recruited Amanda Baxter into this role as Group Executive, North America and Corporate Development. Amanda brings over 20 years of experience working in transport infrastructure in both government and corporate roles. She joins us next week. In conclusion, the outlook for Atlas Arteria is positive. We're positively leveraged to inflation, which has driven significant toll increases and on the back of record APRR traffic in 2023, increases in proportionate toll revenue and EBITDA. As Debbie mentioned, we've again guided to 2024 distributions of AUD 0.40 per security. I'm proud of our solid performance in 2023, in spite of the headwinds of French tax. We have a transparent and refined strategy, and the business is well positioned for long-term success.
I'd like to thank the entire team at Atlas Arteria for their continued hard work. This is most likely my last AGM as CEO. It has been my honor and privilege to lead the business over the past six years. I'm immensely proud of all we've achieved in a relatively short time. I'd like to thank you, our security holders, for the support you've provided to the team and myself over the past six years. We have built a strong, independent business that is now well established to deliver strong, sustainable returns into the future for you all. Thank you.
Thank you, Graeme. We will now move on to the formal business for today. The formal proceedings involve the 2024 annual general meetings for both ATLAX and ATLIX, which are being held concurrently as permitted by the constitutions of each of the companies. I now table the notices of annual general meeting for ATLAX and ATLIX and propose that they be taken as read. As we indicated earlier, I will chair the ATLAX AGM, and Fiona Beck will chair the ATLIX AGM. However, for the efficient running of the meetings, the ATLAX board has agreed that I will take security holders through all agenda items. I remind you that security holders and proxy holders will be able to vote on each item of business to be conducted at today's meetings, in person or via the Computershare online platform.
I note that instructions on how to vote and how to ask questions were provided at the start of the meetings, and for those attending online, you can refer to the Computershare online meeting guide for further information. The telephone lines are now open for verbal questions. For the purpose of questions and to assist with the efficient running of the meetings, we will group resolutions related to the same subject matter together. I will answer or, if appropriate, redirect any questions to my colleagues, and may respond to a number of questions together if they cover the same subject. If it is not practical to respond to all questions, we will review the written questions submitted and seek to ensure that those read out are representative of the questions submitted. You may also ask questions of our auditors, PricewaterhouseCoopers.
You will now see on the screen all the agenda items which form part of the business to be conducted at today's meetings. I will introduce each item of business in turn, and then show the proxy position of that item before moving to questions and voting on that item. I will start with ATLAX and ATLIX Item 1, the financial accounts and reports. As required by the Corporations Act, I now table the financial report, directors' report, and auditor's report for ATLAX for the financial year ended 31 December 2023. On behalf of the ATLIX chair, I also table the 31 December 2023 audited financial statements of ATLIX. The financial reports are included in the 2023 Atlas Arteria Annual Report, which is available on our website. There is no formal resolution required to approve the financial accounts and reports.
Instead, this item of business provides security holders with an opportunity to ask questions in relation to the accounts or more generally, on our business. Our auditor, PricewaterhouseCoopers, has not received any written questions in relation to the content of its report or the conduct of the audit. However, Mr. Ben Gargett, the signing partner for the 2023 audit, who is present today, will be able to address any questions that you may wish to put to him. For those attending in person, we have two microphone stands located in the middle and front of the room. If you would like to ask a question on this item of business, please approach a microphone and show your investor card to the Atlas Arteria representative. Before you ask your question, please state your full name and any affiliation you may have.
If you are unable to approach the microphone, please raise your hand so a microphone can be brought to you. Note that you must be holding a blue, green, or yellow card to speak. Are there any questions from those attending in person? Chloe? Oh, hang on, we've got one.
Good morning. My name is Ian Smith, and I have one just general question, which in some ways has been partially explained. As a shareholder, I decided to continue investing in your organization. I understand quite a bit of way businesses work, and unfortunately, when I did decide to invest a little bit of money in your area, as a result of that, what I actually applied for amounted to about a third, and I felt that this was. I understand that sometimes it's oversubscribed and therefore you have to lower, but the amount that I received was not worth the effort. I had some money tied up for some time till I found the result, and therefore, I am very disappointed. I understand that the larger organizations have first slice of the cake, but I think that needs to be altered slightly, whereby the smaller shareholders too get an opportunity to get larger amount that they sort of subscribe to. This is my only question. Thank you.
Thank you. And, look, we're very pleased to have you as an investor and very pleased that you tried to subscribe to the full extent of our as a result of our capital raising, which I assume was regarding the Chicago Skyway acquisition back in 2022. Look, we share your disappointment in that you couldn't take up your full entitlement. We were significantly oversubscribed with the retail shareholder offering from the Chicago Skyway in 2022, which resulted in us having to scale back, which is unfortunately common practice when you have a capital raising and the retail shareholders oversubscribe, and it means you've had a really good outcome to the capital raise, that the stock is very much in demand.
And so I share your disappointment, but at the end of the day, we had to limit the amount of stock that we could allocate, and we tried to do that in the most equitable way that we could. But we hope you continue to stay invested in the company as a result of that increased shareholding. Is there any other questions from the floor? Chloe, are there any questions online in relation to this resolution?
Chair, we have a question online from Mr. Stephen Mayne. I'll read the question in two parts. So the first part of the question is: Did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against any of today's resolutions? And if so, what reasons did they give? Best practice is now to disclose the proxy positions to the ASX, along with the formal addresses, to offer more timely disclosure to the market. This would have been useful today, particularly giving the strike against the Rem report after last year's voting shenanigans by IFM, when they voted against multiple resolutions from the floor of the meeting. If you had disclosed the proxies early, confused minority shareholders would have had a better understanding of what IFM is up to.
Thank you, Mr. Mayne. I'll address it in a few parts. First of all, it has been our past practice, and I think is generally accepted practice of companies listed on the Australian Securities Exchange at their AGM to provide proxy information at the time of the resolution. We believe that's in the best interest of the conduct of the meeting. So as I put each resolution up, I will put the proxy position up at the time of that resolution, not before the meeting, as I think that we don't believe that to be the best practice, and is consistent with what others do in their AGM practices. Moving on to the proxy positions, ASX, Glass Lewis, Ownership Matters, and ISS all recommended in favor of the board's recommendations.
ASA recommended against the Atlas resolutions 4, 5, 6, 7, and 8. I think that covers all of the parts of the question, Mr. Mayne. Okay, Chloe, do we have any more questions?
So the second half of the question from Mr. Stephen Mayne is: could you please clarify whether IFM is voted by proxy, and if so, how they voted? And also, are you aware of their voting intentions today, and what does the chair think about the leverage that IFM is clearly ratcheting up against the board and management leading into the AGM?
So first of all, IFM have cast their votes, and so they did vote by proxy prior to the meeting, and we understand that they have voted in support of all resolutions. Of course, that could change up to the time when the vote is conducted, but at this stage, it is our understanding that IFM have voted in favor of all resolutions. In relation to your second part of your question, IFM are the largest shareholder of Atlas Arteria. They hold 27% of our stock, and we respect them as the largest shareholder of our business, as we do all shareholders. Chloe, do we have any other questions?
Chair, there are no further online questions in relation to this resolution.
Thank you, Chloe. Do we have any audio questions on the line?
Yes, we have one phone question from Nick Bury. Please go ahead.
Hi, Chair. Nick Bury, Australian Shareholders Association. I'd like to ask a few questions about the APRR concession, which presently is scheduled to finish in 12 years' time, because at that moment of time, 80% of the company will disappear. And basically, in that circumstance, puts the company in runoff position between now and then. Now, notwithstanding the acquisition of Chicago Skyway and the other present holdings that produce about 20% of the revenue, that's pretty much, as we see, at the end of the company. So what is the situation regarding APRR? You can say, as in previous years, that you're continuing to negotiate, but how much would you have to pay to continue the concession? In what situation would ALX be able to continue holding the APRR concession?
How much do you think we'd have to pay for that if it was to be granted to us?
Thank you, Mr. Bury for your question. I will ask Graeme to respond to it.
Thank you for the question. At this point in time, the French government has made clear that it's their current intention that a private ownership model is the model on which these concessions should be managed going forward. They've also expressed the view that the concession life period should be shorter. Until the concession arrangements are determined, it is impossible to determine what the cost of bidding, successfully bidding in an open auction process would be to maintain the ownership of the APRR concessions. I think it's important to understand that all of our assets, all of our businesses, other than APRR, including the A79, which is owned by APRR, ADELAC, and now the A412, are all growing in value over time. Those businesses will continue to grow in value, as will Dulles Greenway, as will Chicago Skyway.
So the point of value at the time of re-tendering the concessions will be determined by the value of those remaining elements and whatever other arrangements we can come to in the meantime. It's top of mind for the board and management team. We've been focused on this for two years, and our strategy is driven around that. I think that's as much as I can say on the matter, Chair.
Thank you, Graeme. Mr-
Can I ask a follow-up question?
Yes, go ahead.
Right. Well, given what you just said, Graeme, the other concessions do not produce or grow cash or throw off at anything like the rate of APRR. Well, I don't just want to reiterate the previous painful point, that when APRR is gone or most of the company's gone, are you looking for other greenfield projects or other projects to ameliorate, in part, if possible, the damage that would be occasioned in 12 years' time when APRR and its cash flow provided to the shareholders exits the scene?
So I think the point, Nick, is that the cash flow from each of the remaining businesses grows in value over time. In other words, the EBITDA coming from the other businesses will significantly increase over the next 10 years prior to the expiry of those concessions. And so the question from a capital management perspective, as we look at regearing and so forth, is: what do we use those proceeds for? And as Debbie mentioned in her speech, share buybacks is one way by which we can reduce the number of shares on issue, and therefore ameliorate the effect of the expiry of that concession. So all I can say is that it is a matter we have well in hand, we understand the dynamics of it, and we're doing everything we can to minimize any negative effects.
The scale of the business at the time of the expiry of the APRR concession, regardless of success or otherwise in renewing it, will still be material enough to support a significant business of scale.
Thank you, Graeme. Are there any other questions?
There are no further phone questions.
Thank you. Next, we will turn to the resolutions dealing with the election and re-election of directors. Item two A and two B of the ATLAX AGM address the re-election of Ken Daly and the election of Laura Hendricks. Item three A and three B of the ATLIX AGM address the re-election of Fiona Beck and the election of Kiernan Bell. Ken, Laura, Fiona, and Kiernan's biographies were included in the meetings materials that were circulated to security holders. The respective boards of ATLAX and ATLIX have considered the qualifications and experience of each of the candidates standing for election and re-election. The directors of ATLAX support the re-election and election of Ken and Laura as directors of ATLAX. The directors of ATLIX also support the re-election and election of Fiona and Kiernan as directors of ATLIX. Moving to the re-election of Ken.
Ken is currently a special advisor of IFM Global Infrastructure Fund, our largest security holder, and has been nominated as an ATLAX director by agreement with IFM. Ken was previously elected to the ATLAX board at ATLAX's 2023 AGM. Ken's appointment was for an initial period of approximately 12 months and ends at the conclusion of today's meeting. As a result, he is standing for re-election for a three-year term. Ken is not an independent director because of his relationship with IFM. I would now like to invite Ken to address the meeting.
Thank you, Debbie. Good morning. My name is Ken Daly. As Debbie has already mentioned, I was asked to stand for election to the ATLAX board at last year's AGM by IFM's Global Infrastructure Fund, the largest shareholder in Atlas Arteria. This year, I'm seeking a three-year term. My career has been totally in the transport sector. I've had 13 years with the predecessor government agencies, which now make up VicRoads. I spent 16 years with Transurban and six years in chief executive roles with the Indiana Toll Road Concession Company and with the Aleatica Group. I'm a civil engineer with a master's degree in engineering science from Monash University. I currently serve on the boards of Aleatica, the Indiana Toll Road Concession Company, and the Midlands Expressway Limited, which owns and operates the M6 Toll in the UK.
I am the chair of the Aleatica Group, which owns and operates 15 concessions in toll roads and five other transport concessions in seven countries. I've been involved in the broad spectrum of toll road projects from development, design, delivery, technology, operations, and management. I've also had extensive experience in dealing with the grantors and government agencies associated with toll road projects, and I believe through the strong representations, have been able to deliver benefits for all stakeholders. I bring to the ATLIX board extensive experience in terms of toll road sector geographies, including Australia, Europe, North America, Central and South America. I am confident that my experience as a non-executive director and as a former executive closely associated with these projects and dealing with government agencies, is a strong alignment to the Atlas Arteria objectives, particularly in the geographies of Indiana and Virginia.
I think these bode well going forward. If I'm supported by security holders, I would be pleased to share my experience in support of Atlas Arteria's continued success for the benefit of all security holders. Thank you, Debbie.
Thank you, Ken. We now move on to the election of Laura Hendricks. Laura Hendricks was appointed to the ATLAX board on 16 October 2023, as an independent non-executive director. Laura is also a member of Atlas Arteria's Audit and Risk Committee, People and Remuneration Committee, and Nomination and Governance Committee. The ATLAX board has determined that if elected, Laura would qualify as independent. We will now play a pre-recorded video message from Laura about her election.
Good morning. My name is Laura Hendricks, and I'm honored to have the opportunity to address you today as a member of the Atlas Arteria board since my appointment in October 2023. My career includes 25 years of executive leadership experience in the transport sector, and I currently serve as the CEO of Transdev US. My experience includes both publicly traded companies in the U.S., operating globally, as well as private equity. I also currently serve as the chair of the North American Transit Alliance, which consists of the five largest private operators of public transportation in North America, as well as a member of the Group Executive Committee for Transdev globally. I have experience in safety, sustainability, M&A, operations, business development, corporate governance, and creating shareholder value.
I am confident my experience in government affairs and relations in the U.S. at both the federal and state level, align well with the strategic objectives of Atlas Arteria and will bring value. The Transdev board and shareholders fully support my directorship on the Atlas Arteria board, and I have the time required to meet this commitment. With your support, I look forward to serving Atlas Arteria's continued success for the benefit of all security holders. Thank you.
Thank you, Laura. Fiona Beck was appointed as an independent non-executive director of ATLIX on 13th September 2019. Fiona is the Chair of the ATLIX board and a member of the Atlas Arteria Nomination Committee. The ATLIX board has determined that Fiona remains independent. We will now play a pre-recorded video message from Fiona about her election.
Good morning, everyone. My name is Fiona Beck. It is a privilege to have the opportunity to speak with you today and to have served on the board of ATLIX since 2019. I am a New Zealander and have been resident of Bermuda for over 23 years. I joined the ATLIX board in September 2019 and became Chair of ATLIX in March last year. I am a chartered accountant and a member of the Chartered Accountants, Australia and New Zealand. Prior to joining ATLIX, I was the CEO of Southern Cross Cable Network, which provides a digital subsea fiber optic highway connecting Australia and New Zealand to the USA. I was CEO of this position for 14 years. I have extensive technology and infrastructure experience, and I believe technology helps frame and support great investment.
More recently, I have expanded my experience into the ESG space with a focus on sustainability and cybersecurity. I currently serve on the board of three other publicly listed companies: Ocean Wilsons Holdings Limited, an investment company with concession arrangements in the maritime sector, Oakley Capital Investments Limited, a private equity company with a focus on digital business models in Europe, and IBEX Limited, a provider of tech-enabled customer lifestyle experience solutions for multiple Fortune 500 companies. My governance and business experience, in particular, my skills in linking technology and infrastructure, is relevant to Atlas Arteria as we look to capitalize on our operations and investments and to grow and move forward in a sustainable way. With your support, I look forward to continuing to serve on the ATLIX board and to playing a part in the future of Atlas Arteria. Thank you.
Thank you, Fiona. Kiernan Bell was appointed as an independent non-executive director of ATLIX on 1 September 2023. Kiernan is a member of the Atlas Arteria People and Remuneration Committee. The ATLIX board has determined that if elected, Kiernan would qualify as independent. We will now play a pre-recorded video message from Kiernan about her appointment.
Good morning, ladies and gentlemen. My name is Kiernan Bell, and I'm honored to address you today as a member of the ATLIX board. I joined the board in September of last year. I am a lawyer by training and profession, qualifying as a barrister in England in 1994. I retired from the partnership of Appleby, a global offshore law firm, in 2017, having served as the head of dispute resolution and latterly as the office managing partner in Bermuda. During my career, my practice was primarily cross-border, high-value commercial cases, which gave me the great privilege of working with some of the top legal minds from around the world. I developed specialist expertise in corporate restructurings, both contentious and non-contentious, and in that regard, regularly advised boards of public and private companies on legal and governance matters.
Over the past 20 years, I have also served as an independent director on a variety of boards, both corporate and nonprofit, serving on Audit and Risk and Governance committees. I have variously served as the president of the Bermuda Bar Council, the vice president of the Bermuda Chamber of Commerce, and the chair of the Bermuda Business Development Agency.... In the corporate arena, I have served as an independent non-executive director of HSBC Bermuda, where I served on the Audit and Risk Committee, and I currently serve on the board of Liberty Bermuda, which is the sole electricity provider for the country. I also serve as an independent non-executive director for Wilton Re Bermuda Limited, a Bermuda-based life reinsurance company. Following my retirement from private practice, I have engaged in public service, sitting as an assistant justice in the Supreme Court of Bermuda on a variety of cases.
More recently, however, I was asked by Her Excellency, the Governor of Bermuda, to serve as an independent senator in the Senate of Bermuda. I currently serve as the Vice President of the Senate. As an appointed independent senator, I am not affiliated with, nor do I caucus with any political party, and I serve in a constitutional oversight and governance role, albeit in a parliamentary capacity. I have disclosed my appointment to the ATLIX board on the Parliamentary Register of Interests, and there is no conflict with my serving as a director of ATLIX. Turning to ATLIX, I believe that I am well suited to providing objective and independent oversight, and that my career and training has provided me with a thorough grounding in Bermuda law and corporate structures, including multinational corporate structures, which operate in multiple legal and regulatory jurisdictions.
I believe I have the tools to contribute to effective decision-making of the board, with a view to always acting in the best interest of the company taken as a whole. With your support, I look forward to continuing to serve on the ATLAX board. Thank you.
Thank you, Kiernan. The ATLAX and ATLIX boards, with the exception of the respective directors in relation to their own election, unanimously recommend the re-election or election of Ken, Laura, Fiona, and Kiernan. The status of the proxy votes in relation to these resolutions will now be displayed on the screen. As previously advised, all undirected proxies held by the chair will be voted in favor of these resolutions. If you're in the room and have a question or comment in relation to these resolutions, please approach the microphone and show your investor card to the Atlas Arteria representative. Do we have any questions from anyone attending today? Chloe, are there any questions online in relation to these items?
Chair, we have a question from Mr. Stephen Mayne in relation to the re-election of Ken Daly. Could Ken Daly please comment on which industry funds are the main drivers behind IFM and clarify the situation if one of those industry funds has a separate holding in Atlas Arteria? How is this handled in terms of the legal classifications around associated shareholders? For instance, is AustralianSuper or Cbus free to buy additional shares in Atlas today, or would they be deemed to be associates of IFM, which is unable to creep beyond 27.2% for the next six months? If Ken can't clarify the situation, could we hear from the General Counsel on where the line is drawn in terms of which industry funds are deemed legal associates of IFM?
So that's a really packed question. So first of all, the substantial shareholder notice that's been lodged by IFM only as of yesterday, showing that their new shareholding is at 27% through Diamond Co and IFM GIF. So the actual makeup of their 27%, IFM's 27% shareholding is in the substantial shareholder notice, which is publicly available and can be gone through by any person that wants to wade through that information. I might then turn to Ken to see if he has a response to this answer, or the, where you actually have the information or not.
Really, Debbie, I have nothing further to add. I'm not aware of any of the major investors or funds in IFM and any role that they have, so I'm sorry, I cannot add anything further.
Do you want to comment?
Yeah, I think you summed it up, Debbie. The substantial holder notices have all their related parties and associates, and their investors are not in that category.
Just to clarify one comment, that under the scope provisions, IFM can creep at 3% every six months. They still do have some creep capacity beyond the 27% currently. Chloe, do we have any more questions?
Chair, we have a second question from Mr. Stephen Mayne, again on the re-election of Ken Daly. At last year's AGM, Ken claimed not to know much about IFM's corporate plays, instead saying that he has been appointed for his toll road expertise. The Chair stated earlier in the meeting that Atlas Arteria is not currently looking at any M&A opportunities. Could Ken please comment on why he believes Atlas Arteria should not look at EastLink, EastLink, and whether he is aware of IFM's approach to EastLink? Is the Chair or CEO aware of what IFM is doing with EastLink, and how do they manage that perceived conflict of interest of our largest shareholder, potentially not wanting a competing local bidder for EastLink, particularly with Transurban removed from the play by the ACCC?
Thank you. I'm actually... I will answer that question, rather than Mr. Daly. First of all, Atlas Arteria has been very clear that we are not participating in the EastLink sale process in any way. We have made public announcements to that effect, and therefore, we are not a part of the process. If IFM is part of that process, that is their business. But because we have ruled ourselves out of being in the EastLink process, if IFM were to choose to be in that process, there is no conflict of interest.... Is that perceived or actual? Is it, Chloe, is there any other questions?
Chair, we have one final question from Mr. Stephen Mayne, again, in relation to the re-election of Ken Daly. "Could Ken please explain his relationship with Danny Elia, the IFM executive that they are putting up to join him on the board? Will he be the boss in terms of determining tactics? Is he the main man Ken reports to at IFM on our company? Also, what are Ken's pay arrangements with IFM, and how do these intersect with any board fees payable to him for his service on the Atlas Arteria board?
Ken, do you want to respond to that?
Thanks, Debbie. I think, look, taking the, the matters, I know Danny Elia from the fact that we both worked at Transurban, but that was over 10 years ago. I've had nothing substantially to do with Danny, since that time. I must admit that I did attend a seminar earlier this week, where his asset management group invited me to speak on my experiences in the toll road sector, which I did. I don't report to Danny in any form. I actually have a contract with the Global Infrastructure Fund, and that's not part of Danny's area in IFM. So I don't believe that there is any conflict. If there is a second IFM appointment to the board, clearly the priority is to act in the best of all security interests of Atlas Arteria.
So there is no boss, no, no other arrangement. We all have that commitment to act as we possibly can in the best interest of security holders.
Thanks, Ken. I think the second part of the question was around your remuneration arrangements or contractual arrangements with IFM.
Sure. Thanks, Debbie. I have a service agreement with IFM in relation to the Global Infrastructure Fund, and I am paid directly by through my sole employer company. That is the only arrangement I have with IFM.
Thank you, Ken. Just to cover off this question, Ken has agreed to be bound by our conflicts of interest policy, which all directors of both ATLAX and ATLIX are bound by. And as I said in my earlier introduction, we have had comprehensive conflicts of interest protocols in place with Ken and with IFM, and we have had no reason to believe that they have not been respected or abided by. Ken is not able to provide confidential information to IFM, and indeed, if Ken was involved in any M&A activity with IFM, Ken would seek clearance with me in the first instance to ensure there's no conflict.
If there was a conflict, the agreement with IFM and with Ken is that the ATLIX interests would come before those of IFM in any M&A opportunity, should that present. Do we have any audio questions on the line?
We have no phone questions at this time.
You can now vote on these resolutions if you have not already done so. Next, we will consider item three of the ATLAX AGM and item two of the ATLIX AGM. These items of business relate to the appointment of Deloitte Touche Tohmatsu as the auditor of ATLAX and ATLIX from the conclusion of the meetings in replacement of PricewaterhouseCoopers. PwC has been the auditor since Atlas Arteria, formerly Macquarie Atlas Roads, was established in 2010. The proposed appointment of Deloitte as our new auditor aligns with Deloitte's recent appointment as the auditor of the APRR Group. Having the same audit firm as the APRR Group will continue to enhance the quality of our audit by enabling alignment within the relevant audit teams, including facilitating clear lines of communication and knowledge sharing.
Deloitte has confirmed its independence, and our audit and risk committee and boards are satisfied with its independence. The status of the proxy votes in relation to these resolutions will now be displayed on the screen. As previously advised, all undirected proxies held by the Chair will be voted in favor of these resolutions. If you are in the room and have a question or comment in relation to these resolutions, please approach the microphone and show your investor card to the Atlas Arteria representative. Do we have any questions from those attending in person? Chloe, are there any questions online in relation to this item?
Chair, there are no online questions in relation to these items.
Do we have any audio questions on the line?
There are no phone questions at this time.
You can now vote on these resolutions if you have not already done so. The next item of business is item 4 of the ATLAX AGM, the adoption of the ATLAX 2023 remuneration report. The ATLAX 2023 remuneration report has been circulated to security holders, including a covering letter, which explains Atlas Arteria's remuneration, philosophy, and framework, the outcomes of executive remuneration in 2023, and the annual fees paid to directors. The report and covering letter can be found in the 2023 annual report and available on our website. At last year's ATLAX AGM, more than 25% of votes cast on the resolution to adopt the 2022 remuneration report were against the resolution, meaning that ATLAX received what is referred to as a first strike.
Under the Corporations Act, if at least 25% of the votes cast on this resolution to adopt the 2023 remuneration report are against the adoption, ATLAX will receive a second strike, and security holders will be required to vote on the spill resolution later in the meetings. We would like to note that since last year's AGM, the boards have actively engaged with security holders and other stakeholders to understand the issues that led to the first strike. The boards have undertaken a comprehensive review of Atlas Arteria's remuneration practices and framework to help ensure they are aligned with security holders' expectations while remaining competitive and contemporary. Key changes made as a result of that engagement and review are detailed in the notices of meeting and the 2023 remuneration report.
Those changes show that the directors of both boards have taken seriously the views expressed by our security holders. Voting restrictions apply to this resolution and are set out in the ATLAX notice of meeting. The status of the proxy votes in relation to this resolution are now displayed on the screen. As previously advised, where permitted, all undirected proxies held by the chair will be voted in favor of this resolution. If you're in the room and have a question or comment in relation to this resolution, please approach the microphone and show your investor card to the Atlas Arteria representative. Do we have any questions from those attending in person? Chloe, are there any questions online in relation to this item?
Chair, there are no online questions in relation to this item.
Do we have any audio questions on the line?
Chair, there are no phone questions.
You can now vote on this resolution if you have not already done so. I now turn to items five and six of the ATLAX AGM, which seek approval for the grant of performance rights and restricted securities to the current Managing Director and CEO, Graeme Bevans. Details of the terms and conditions of the relevant grants and the reasons for the grants are contained in the remuneration report and the ATLAX notice of meeting. In addition, details around how the grants will be treated in connection with Graeme's announced retirement are contained in the ATLAX notice of meeting. Voting restrictions apply to these resolutions and are set out in the ATLAX notice of meeting. The status of the proxy votes in relation to these resolutions are now displayed on the screen.
As previously advised, where permitted, all undirected proxies held by the chair will be voted in favor of these resolutions. If you are in the room and have a question or comment in relation to these resolutions, please approach the microphone and show your investor card to the ATLAX representative. Do we have any questions from those attending in person? Chloe, are there any questions online in relation to these items?
Chair, we have an online question from Mr. Stephen Mayne. IFM voted against Graeme's LTI grant at last year's AGM, plus used its swing vote to trigger a remuneration first strike. Could Graeme comment on whether his recently announced retirement was influenced by the hostility that our largest shareholder has shown towards his strategy and remuneration? Also, why keep putting these performance grants to vote when Graeme has flagged his departure?
So I think that we can answer the question in two parts. First of all, Graeme has announced his retirement, and that is very different from a resignation. So Graeme will leave as a good leaver, and as I said in my address, we are undertaking a global search for a new CEO, and Graeme has advised us that he will be available for as long as we need him to allow for an orderly transition to a new CEO. Certainly, a good position for a board to be in. Whilst Graeme remains as an employee of Atlas Arteria, so up until the time of his departure, he will be able to participate fully in his remuneration package, which is his fixed remuneration, his short-term awards, and his LT awards.
So he will participate fully this year, and if Graeme is still with us in 2025, and certainly up until the time of his twelve-month notice period, he will participate in part in the 2025 LTI and STI programs. Graeme, can I just maybe you might want to talk about your retirement.
Thank you, Debbie. Look, I'm 66 years of age. Retirement age these days is theoretically 67. I did try and retire about 8 years ago, but, my wife told me she married me for dinner, not for lunch, so, I went back to work. I'm better planned this time. I've got a lot of things I'd like to do in the next element of my life, and it seems an appropriate time, to step aside and, allow a new generation of leadership, to take, the company into the future.
Thanks, Graeme. Do we have, Chloe, do we have any more questions?
Chair, we have one further question from Mr. Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including the REM report, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? We will provide a better gauge of retail shareholder sentiment and all resolutions, and with a voluntary disclosure initiative adopted by the likes of Metcash, Dexus, Webjet, Tabcorp, and Myer over the past two years. The ASX itself and Qantas both did it for the first time last year. Why not follow suit and let the sun shine in?
Thank you, Mr. Mayne. Look, we will take that on board as a comment, and we'll look at it for next year's AGM. At this stage, we believe the way in which we present our proxy votes and the votes for the meeting are in accordance with the majority of how the ASX companies undertake their AGM practices. We'll certainly look into it, but at this stage, we're comfortable with the practices that we have.
Chair, there are no further online questions in relation to these items.
Thank you, Chloe. Do we have any audio questions online?
Chair, there are no phone questions.
You can now vote on these resolutions if you've not already done so. Next, we will consider items 7 and 8 of the ATLAX AGM. These items deal with the proposed changes to the maximum number of directors on the ATLAX board and the non-executive director fee pool for ATLAX. Details of the proposed changes and the reasons for them are set out in the ATLAX notice of meeting. As discussed in my address, the proposed increase in the headcount for the ATLAX board is to accommodate a potential second IFM nominee director. The appointment of a second IFM nominee director remains subject to further consideration by the ATLAX board and the outcome of discussions with IFM on appropriate governance arrangements. Voting restrictions apply to item 8 and are set out in the ATLAX notice of meeting.
The status of the proxy votes in relation to these resolutions will now be displayed on the screen. As previously advised, all undirected proxies held by the chair will be voted in favor of these resolutions. If you're in the room and have a question or comment in relation to these resolutions, please approach the microphone and show your investor card to the Atlas Arteria representative. Do we have any questions from those persons attending in person? Chloe, are there any questions online in relation to these items?
Chair, there are no online questions in relation to these items.
Do we have any audio questions on the line?
Chair, there are no phone questions.
You can now vote on these resolutions if you have not already done so. The next item of business is item four of the ATLAX AGM, which seeks approval for the adoption of new ATLAX bylaws. The reasons for the proposed changes to the bylaws are to, one, better facilitate certain corporate actions by Atlas Arteria, primarily buybacks and redemptions of Atlas Arteria securities. Secondly, reflect the change to the maximum number of ATLAX directors approved by shareholders at the 2023 AGM, and lastly, align the bylaws with developments in corporate and commercial practices for Bermudian entities. Further information regarding these changes is outlined in the ATLAX notice of meeting, and a copy of the updated bylaws showing all the changes has been available for review on our website.
As outlined in the ATLAX notice of meeting, this item four is a special resolution and to be carried, must be passed by at least 75% of the votes cast by security holders. The status of the proxy votes in relation to this resolution are now displayed on the screen. As previously advised, where permitted, all undirected proxies held by the chair will be voted in favor of this resolution. If you're in the room and have a question on this or comment in relation to this resolution, please approach the microphone and show your investor card to the Atlas Arteria representative. Do we have any questions from those attending in person? Chloe, are there any questions online in relation to this item?
Chair, we have no online questions in relation to this item.
Do we have any audio questions on the line?
Chair, there are no phone questions.
You can now vote on this resolution if you have not already done so. As mentioned earlier, if there is a second strike against the remuneration report at this meeting, the company is required to ask security holders to consider a resolution to call an extraordinary general meeting to spill the board. I am pleased to report that it is evident from the proxy votes which have been received before the meeting and the votes present in the room today, that there will be no second strike at this meeting. Accordingly, the contingent resolution, which is item nine of the ATLAX notice of meeting, will not be put to the meeting. For those in the room, this means that your green voting card will not be required.
Online voting will remain open for the next two minutes to allow time for security holders and proxy holders to submit all final votes. For those attending in person, please submit your votes now. Once your blue voting cards are completed and signed, Computershare staff will collect the voting cards. Has everyone now completed their poll card, or do you need more time? I declare the poll is now closed. As there is no further business, I declare the Atlas Arteria 2024 Annual General Meeting closed, and thank everyone for attending and for your continued support of Atlas Arteria.
I also now declare the Atlas Arteria 2024 Annual General Meeting closed. Now, on behalf of the Atlas Arteria board, I thank everyone for your support. We wish you a good day.
The formal results of voting will be released to the ASX later today and posted on our website. With the meetings closed, we will now be logging off the virtual platform and inviting those who are attending in person to join us for refreshments. Thank you for your attendance, and I wish you a good day.