Good morning ladies and gentlemen. On behalf of the Board, it is my pleasure to welcome you to the Bisalloy Steel Group Annual General Meeting. My name is David Balkin and I'm the Chairman of the Board. Allow me to begin by introducing my fellow Directors and the management team. In the room today, we have our Non-Executive Directors, Michael Gundy on my right, Bernie Landy on my right and Ian Greenyer on my left. Rowan Melrose is our Managing Director and Chief Executive o n my left. Carl Bowdler, who I don't think you can see is our Chief Financial Officer and Company Secretary and Matt Enbom is hiding right underneath the camera as our Chief Operating Officer. Also in attendance today are the company auditors, RSM Australia, represented by our lead partner Louis Quintal.
I also welcome Glenn Rogers, representative of the company share registry Computershare Investor Services. It is past 11:00 A.M. and the Company Secretary advises me that we have a quorum present. I now declare the meeting open. Let me start with some procedural matters. The notice for this Annual General Meeting was circulated to shareholders within the required period. If there are no objections, I would like to move that the notice be taken as read. Only Bisalloy shareholders or their duly appointed representatives or proxies are eligible to vote at this meeting. Voting on all resolutions at today's meeting will be conducted by way of a poll to be conducted at the end of all items of business.
Being a virtual meeting, we are unable to meet with you in person today, but I would like to thank those shareholders who are joining us via the Computershare meeting platform today. The agenda for today's meeting will be as follows. We will proceed with the formal matters to be considered at today's AGM. We will conduct a poll after which we will close the formal part of the meeting, and finally, there will be an opportunity for questions. Shareholders and proxy holders can submit questions at any time. To ask a question, select the Q and A icon. You may enter select a topic from the drop-down menu to which your question relates to and type your question into the text box. When you have finished typing, please press send.
Please note that while you can submit questions from now on, they will not be addressed 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. All voting today will be conducted by way of a poll on all items of business. If you are eligible to vote, press the vote icon and the resolution will be activated with voting options. Cast your vote. Simply select one of the options. There is no need to hit the Submit or Enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. Shareholders in attendance via Computershare's meeting platform that have already submitted a vote by proxy should note that your votes will already be counted towards the poll.
You do not need to lodge another vote unless you wish to change your proxy instruction. You can change your vote up until the time I declare voting closed. Please note that the online voting portal is open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. The results of the poll will be notified to the ASX and published on Bisalloy's website following the meeting and a copy of the meeting transcript will be available on Bisalloy's website. At this meeting there will be five items of business with four requiring shareholder resolutions. Each resolution will be proposed and voted as a simple majority to be carried as well as those shareholders present here today.
The holders of 14,056,245 ordinary shares or 29.34% of the Company's total issued share capital have sent in valid proxies. Immediately before a vote is taken on each resolution of today's meeting, I will announce the total number of ballot proxies received for that item and the manner in which those proxies have been directed. These figures will be as at the closing time receipt of proxies which was at 11:00 A.M. on the 6th of November, 2024. In my capacity as Chairman. I will vote all available undirected proxies in favour of each item of business. Before the main business of the meeting, Rowan Melrose, our Managing Director and I, would like to address shareholders in relation to the company's progress in 2024 and our objectives going forward. Copies of our presentations to shareholders have been lodged with the ASX. All right, let me kick off with my address.
We are meeting virtually today because there's a regular group of anti-war protesters that are doing their best to disrupt our operations at Unanderra. The war in the Middle East and our pre- qualification for AUKUS steel are the excuse. Even though, all of our armor protection steel plate that is sold overseas must be reviewed and approved by the Federal Government through the Defence Export Controls. The recent Land Force conference in Melbourne saw very violent protests which we do not want repeated in the center of Sydney today. And because of these events and to ensure everyone's safety, the decision was made to hold today's meeting virtually. This is certainly an unfortunate and disappointing outcome for me, my Board and my management team. Your company is a more profitable, a more capable company than it was 12 months ago.
Our balance sheet has negative net debt at year end. In other words, we've got no debt and cash and our profit after tax is 19% higher, which enables us to declare a final dividend of AUD 0.115 for a total year dividend of AUD 0.195. In addition, we have announced this morning a AUD 0.13 special dividend. Taking total dividends for the 2024 financial year to AUD 0.325 per share. These are all fully franked, by the way. Our strong financial performance has been underpinned by two factors. First, strong underlying demand for Bisalloy's wear plate on the back of continued solid iron ore and gold demand in international markets. Second, improved gross margins achieved by Bisalloy's supply and service proposition delivered at prices which reflect the value of our offer to our customers.
A greater contribution of armor protection steel and reduced freight costs. The customer value proposition will be enhanced in the coming year when the benefits of our IT investment better schedule and track our production are fully realized. With the expectation that this more modern and sustainable IT platform will improve the efficiency of and reduce the working capital invested in the business. The Board and management are particularly pleased with the support we have received from the Australian Government in two critical areas. The first is supporting Bisalloy's qualification to supply the steel plate for the AUKUS submarines when they are eventually built. This development has also opened up potential market opportunities in the U.S. This achievement is further vindication of Bisalloy's technical excellence and performance in a tough and competitive international market.
This positive development is an outstanding example of how Bisalloy has been able to work with Commonwealth Department of Defence and the Australian Submarine Agency to support Australian manufacturing. The second is the manner and professionalism of the Anti-Dumping Commission's review into whether protection against Q&T wear plate supplied out of Finland, Sweden, and Japan should be continued. The Minister's decision to continue dumping duties for a further five years supports the continued production of Q&T steel in Australia. Our Chinese joint venture relationship is going from strength to strength. As trust and confidence grows, we expect to find and develop more opportunities to supply targeted international customers who are familiar with our Bisalloy plate that has been manufactured by our joint venture plant.
We are also investigating growth opportunities that are firmly related to our core business of producing Q&T plate, growing our armour business and related products for use in extreme environments. We are confident that wear sensors currently being trialed will be technically and commercially successful in the medium term. Despite all these positives, our electricity, gas and labor costs are significantly higher than our primary international community plate competitors in Europe and the U.S. We remain concerned that the situation will continue to deteriorate due to federal and state governments' current energy transition plans to minimize new gas development and production. The current indications of the Federal Go vernment's new industrial relations legislation based on a successful but difficult three-year EBA negotiation concluded last year that productivity improvements will be more difficult to achieve in the future.
Your company has a committed and enthusiastic team of employees led by a great Executive and Board who work exceptionally well together. Finally, we would like to thank our stable group of shareholders for their loyalty and support. Our employees and the Board hope that we exceed your expectations as we continue to strive for a better performing and more profitable company. Let me now hand over to Rowan, our Managing Director, for his comments.
Thank you. Thank you, Mr. Chairman. David has explained why we're meeting virtually today, which is certainly very disappointing for us. In terms of our business performance for the financial year 2024, a s I mentioned in the Annual Report, your company has built on the successes of recent years and delivered another strong set of results. Our safety culture continues to develop and our leading indicators continue to improve. I mentioned in the Annual Report that our lagging indicators were not as favourable as the previous 12 months.
We have now unfortunately recorded two lost time injuries in the last six months. That is two injuries where the person injured has lost at least one full shift because of the incident and the injury. While neither of these injuries required medical treatment and represents only two incidents in the last three years, it is of course two incidents too many.
As a business, we have the responsibility to offer a safe work environment and safe systems of work to all our employees and we remain consistently focused on achieving these outcomes from an environmental perspective. We continue to investigate all opportunities that minimize our risk, improve performance and reduce our environmental footprint. Our incident testing and our recent National Greenhouse Emissions Report findings indicate an 11% year-on-year improvement in our Scope 2 emissions, but a 5% increase in our Scope 1 emissions, which are unfortunately a result of some rework. The company remains committed to achieving carbon neutrality by 2030. In terms of financial performance, our group revenue was in line with last year. Our profit before tax, our profit after tax and our profit attributable to shareholders were all up approximately 20% year-on-year, driven by strong performance with the Australian operations.
These results were enabled by a reduction in energy and shipping costs in the second half, the continued efficiency of our operations but also by a more disciplined sales process and a favorable product and customer mix. As our Chairman mentioned, 2024 also saw the review, which is assessed every five years, of Case 638 Q&T Steel Plate by the Anti-Dumping Commission. The Minister for Industry and Science has accepted the ADC findings for their continuation of the anti-dumping measures currently applying to Q&T plate exported to Australia from Finland, Japan and Sweden. This is a positive outcome. We are appreciative of the thorough investigation by the Anti-Dumping Commission and welcome the decision, which remains in effect until 2029. In relation to our joint ventures, China delivered strong results considering the challenging domestic environment. Thailand was also restricted by difficult domestic conditions.
Indonesia was impacted by import restrictions for most of the year, but we do see good opportunities for downstream processing longer term. Strategically, the company is focused on four key areas. These are firstly, core product development and growing our domestic market. Secondly is the development of smart and sustainable solutions. Third is improving our armor protection steel profitability and efficiency and fourth is growing the opportunity of the CJV products into the export market. In terms of new core product development, we have commercialized our thermo mechanically controlled and processed hot rolled coil product for road trailers. We are looking for applications to trial a new 500 XT truck body plate and we are beginning to secure volume for thin wear plate. In terms of smart products, we have been working on and patented two wear sensors that are used to monitor wear in extreme environments.
We have engaged with several large global players in mills, pumps, pipes, chutes and trucks, and the feedback has been very positive. We anticipate mill and truck trials in the Australian market to start in the first quarter of 2025. From an armor protection perspective, we've begun work based on improving volume from this, improving volume from this segment a nd our ability to process plate at a greater cadence. Given the changing geopolitical environment, we have identified this as an area of growth, are investing the resources required to improve our production and testing capabilities in this area. Finally, we still see good opportunities for growth by the CJV into export markets and we have recently employed a senior industrial sales manager based in Singapore to focus on this opportunity. Overall, your company is in very good shape with a very solid core business.
We have a much clearer vision of the future with the addition of new core products, a focus on increasing the armor protection volume, the development of adjacent digital products for the wear market and the expansion of the CJV export sales. Of course we continue to monitor all markets and we have noticed some challenges and softening in demand in some areas. Offsetting this, we have seen an increase in export demand and note the positive progress being made in the qualification of steel for the Australian AUKUS program. On balance, we continue to remain optimistic to deliver another strong year. So, as above, your company is in good shape and I thank everyone at Bisalloy for their continued efforts and contribution and their commitment to our targeted growth. Thank you, Chairman.
Okay, let me move on now to the formal business of the meeting. Item one relates to the financial report. First item of business for this meeting is consideration's of Bisalloy's audited financial statements and related reports for the year ended 30th of June 2024. The Corporations Act requires that audited financial statements and related reports for the 2024 financial year be laid before the meeting. I now declare that these reports, which were made available to shareholders on 30th of August 2024, have been laid before the meeting. Although shareholders are not required to formally vote on the company's financial and related reports, I would welcome any discussion or questions related to them. Company's auditor is RSM Australia Partners, and Louis, you see him on my left.
The partner responsible for the company's 2024 audit is present at the meeting today and is able and willing to answer any questions on the conduct of the audit or the conduct of the auditor's report. I'm advised by the auditor and my secretary that no relevant questions for their attention were received prior to the meeting. Are there any questions or comments on the company's financial and related report for the year ended 30 June 2024?
We've received one question from Mr. Stephen Mayne not specifically related to the financials. I'll read it out to you, Mr. Chairman. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 117 or 7.5% since 2022, i ncluding 21 straight months of decline. Tthere have already been 27 major takeovers above $200 million completed so far this calendar year. The ASX is losing long-standing names such as CSR, Boral, Blackmores, Newcrest and Crown which have all disappeared over the last three years. There is a clear mispricing between public markets and private markets. Why are public markets not valuing ASX listed companies like ours more highly? And what are we doing to avoid being gobbled up like so many other companies? Does the Chair agree with this problem?
This is a problem for the nation, particularly with so few new floats replenishing the ASX ranks.
I'm not sure if it relates to our financial reports and maybe we should discuss that at the end. Okay, but we will address it. If there are no further questions, I ask that the Company Secretary record that the audited financial statements and related reports for the year end 30 June 2024 have been received and considered by shareholder. Item 2, Resolution 1, the Adoption of the Remuneration Report. The next item of business is a non- binding resolution to adopt the company's remuneration report which is set out in the company's 2023 Annual Report. Is that right? 2023? 2024. The resolution appears on the screen and I will take it as being read. Are there any questions on its resolution?
Again, a question from Mr. Mayne. Did any of the five main proxy advisors produce a voting report ahead of today's AGM? If so, did any of them recommend a vote against any of today's resolutions including this remuneration report item? If so, what reasons did they give? Finally, a good point. Why not disclose the proxies with a formal address at next year's AGM as many other companies now do to provide a more timely market disclosure and avoid AGM questions like this. If we can move to the next slide, please put the proxies up.
Someone else want to answer this question?
The question is why don't we produce this with the Chairman and CEO's address that hasn't been requested before? I think it's something that we can consider, Mr. Chairman, at a later date.
Yeah, we're not opposed to it in principle. We just haven't done it in the past and we will if that is something that is more custom and practice. Happy to do our part. Now that you've now seen the results, I formally put the resolution to the meeting and as mentioned earlier this resolution and all other resolutions will be voted by way of a poll and we'll do that at the end. I will now move on to Resolution 2A. Resolution 2A relates to the Re-election of Mike Gundy as a Director. The next item of business relates to Mike. Mr. Gundy was appointed to the Board on 27th of November 2020 and last re-elected by shareholders on the 19th of October 2022. His qualifications, background and experience are summarised in the notice of meeting.
We're extremely pleased that Mr. Gundy agreed to join our Board in November 2020. Mr. Gundy is an experienced executive with 34 years of steel industry experience spread across Australia, Southeast Asia, New Zealand and the United States. In his career, Mr. Gundy has been involved in profitably growing businesses, opening new markets, developing distribution channels and business restructuring. It goes without saying that the Board fully supports formally electing Mr. Gundy as a Director. The resolution appears on the screen and I will take it as being ready. Are there any questions on this resolution?
If we can move to the next slide please. There's one question from Mr. Mayne. Michael Gundy comment on why there are no female directors of this Bisalloy Steel and also address the question of whether it would be better to have an Independent Chair as opposed to our largest shareholder. Will a new female Director be appointed before next year's AGM? Potentially with the aim of becoming Independent Chair. Lots of great female talent out there in independent director market.
Shall I answer the question? I think you have to understand the history of this company over the last four years. Four years ago, the previous Board was basically pushed out because it wasn't performing. Company wasn't performing. A new Board was constituted for which Mr. Gundy was one of the directors along with myself and Mr. Greenyer. Less than a year after the Board was reconstituted, our CFO and our CEO quit. Since then, as this whole new Board and senior management team have come together and so on. Our share price has gone up from AUD 1 to between AUD 3 -AUD 4 with AUD 0.79 of fully franked dividends paid to during that period. So we are a new Board.
We haven't served in six years or just two-year, three-year terms at this stage; the last thing you would want to do. We are kicking huge goals for our shareholders, and the last thing you want to do is turn the whole thing upside down just for the sake of it. Now obviously when we renew our Board over the next few years, clearly that's an opportunity to increase gender diversity on the Board, and we will certainly look at that. However, we just want to make it very clear to all of our shareholders, we are looking for the best talent we can find, every single position we have. The challenge for smaller companies like ours is that we do not pay what the large corporates can pay. This is particularly true for Directors, and we have to work within those constraints.
We are meritocracy, we are looking for the best people we can and we want to keep delivering for our shareholders by doing that. So yes, obviously we will, we will look, you know, wider when we, when we, you know, go through that renewal process, but we're not there yet. I'm happy to have Mr. Landy comment on my independence.
I'm certainly being a director now for almost three years. The Chair certainly acts independently, as do all the other Non-Executive Directors. This Board is a very open Board. We are very good at challenging each other and our Chair is no exception to that. He's open to challenge just as any of us are. So I can say very confidently that David Balkin does act independently as the Chair of this company.
Okay, thank you, Bernie. Is there anything else we need though? Okay. I will now move on to appearing on the screen of the details of proxy votes related to resolution. As you can see, 97.6% voted for Mike's re-election. And I will now move to resolution 2B which relates to my re-election as Chairman as a Director. And I will hand over to Mr. Landy to Chair this discussion. Thank you, Bernie.
Thank you, Chair. The next item of business Resolution 2B relates to the Re-election of David Balkin as a Director. Mr. Balkin was appointed to the Board on 27th of November 2020 and last re-elected by shareholders on 19 October 2022. His qualifications, background and experience are summarised in the notice of the meeting. We are extremely pleased that Mr. Balkin agreed to join our Board in November 2020. He brings extensive knowledge and understanding of global basic materials industries through 25 years as a Consultant, Senior Partner and leader of McKinsey & Company's global basic materials practice. He's also an experienced Director and Chairman of a number of private companies where he actively advises and supports management to improve shareholder returns and build more sustainable businesses. It goes without saying that the Board fully supports formally electing Mr. Balkin as a Director.
The resolution appears on the screen so I'll take it as being read. Are there any questions on this resolution?
Yes, if we can jump to the next slide, please. The first is a comment from Mr. Alexander Carrodus. Comment in relation to Mr. Balkin's re-election. Despite entreaties from certain regulatory bodies, I take great comfort having a Chair with significant skin in the game and alignment with shareholders. Comment. So the first question is from Mr. Stephen Mayne. David Balkin is our largest shareholder with 7.78 million shares worth around AUD 24.5 million. Did David comment on how well he knows personnel from our second largest shareholder, Samuel Terry Asset Management and whether they add value as a shareholder or instead take a more passive hands-off approach like many other institutional investors as Chair of the company? Does David know many of our 4,000 retail shareholders and what is his approach to retail shareholder engagement?
The answer is that Samuel Terry is a passive investor. We obviously know them as a major shareholder. They were involved when the Board was reconstituted four years ago and they've been very supportive of current management and Board with respect to the retail shareholder engagement. Really it's my Chief Executive and the Company Secretary who takes on that responsibility. Although there have been occasions in the four years where I have dealt with a large retail shareholder who was interested in hearing what I had to say. Hope that answers the question.
Thank you, Mr. Stephen. May also ask why was there a 21% protest vote?
I have no idea t o that. I suspect it's because of the question that Mr. Mayne asked and possibly because we don't have enough, we don't tick the diversity box.
Okay. I formally put this resolution to the meeting by way of a poll. And w e will now move to Resolution 3. And I'll hand the Chair back to Mr. Balkin.
Thank you, Bernie. The next item of business, Resolution 3, seek shareholder Approval for the issue of Share Rights to Rowan Melrose, our CEO and Managing Director, of the company's long-term incentive plan. The ASX rules require that any rights or shares issued to a Director need to be approved by shareholders. The resolution appears on our screen and I will take it as read. Are there any questions on this resolution? Appearing on the screen are details of the valid proxy votes on the resolution. I will formally put this resolution to the meeting by way of poll.
I'll just mention there was a question from Mr. Stephen Mayne, but it wasn't specifically related to this topic. So we'll address that in general business.
Okay, that concludes the resolutions to be voted on today. As noted, we are conducting a poll on the resolutions. Please remember that to record your vote you'd be able to see the green tick confirming the votes has been received. I would like to advise that voting on the resolution will close shortly. I will provide you all with a few moments now to allow you to finish voting. Please complete your voting now. It appears as though the voting process has been completed. I therefore declare the poll closed. Rather than keep you waiting for the result, I propose to close the meeting at this point. The results of the poll will be notified by the ASX and published on the company's website. Following the meeting, I'm now going to move on to general questions.
But before I do that, I'm going to hand over to Rowan to give his perspectives on a few myths that have arisen from some of his discussions with some of our investors and people who follow our stock.
Thanks. Thanks David. Yeah, no, I appreciate we have questions coming but as David mentioned there's been some discussions but also some information that's been written about this lately where it's quite evident that I guess some people really don't understand our business and what we do. So as David said, I'd like to do a little bit of myth busting today just so everyone is aware of what we actually do. As an example, there was recently a quote that I read about this lately. The quote was that steel manufacturing involves significant investments in machinery and high upfront costs related to production development. That probably is true about the steel manufacturing industry but the reality is that Bisalloy manufactures Q&T steel from green feed which is supplied by the steel mills to our specifications and our recipe.
We don't actually manufacture the original primary steel plate. The second myth was that and quoted about Bisalloy was that the steel industry has a tendency to grow in lockstep with GDP. Again the reality is that Bisalloy produces specialized steel for extreme environments. We believe a better barometer for our performance in Australia is the volume and price of iron ore and that of gold. That is the more volume or the more material that gets dug up in this country the more steel wears out. Therefore the greater our market opportunity. Another myth or another quote that I read recently is that scrap material at the start and the end of each run means that long run times of a given product achieve high scrap efficiency. This is simply not true for Bisalloy. We generate virtually zero scrap.
And a final one again written about us was that the risk to the Australian market is especially high right now with the Chinese construction industry grinding almost to a halt. Bisalloy produces a premium quality product and supports it with significant Australian sales team, Australian based technical product support and the backing of the Bisalloy Steel Group. While there is Chinese Q&T steel in the Australian market, we clearly understand the quality and the value of the Bisalloy brand. I'll now hand back over to David for any other questions.
To deal with the question about international. If you read that question again.
Yes, a question from Mr. Stephen Mayne. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 177. I'll come to the end. There is a clear mispricing between public markets and private markets. Why are public markets not valuing ASX's companies like ours more highly? What are we doing to avoid being gobbled up like so many other companies? Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks?
It's an interesting question. I'm not sure I'm qualified to answer most of it. What I can say is that we are certainly not being inundated with offers to buy us or people seeking to acquire us. So this new company that's been around for nearly 50 years I suspect will continue to be around for quite a while in the future.
Next question from Jeremy de Constantin . Good day, David and Rowan, thanks for another great year. While the margins gross and net are very good year-on-year, sales growth in the last two years has been less impressive. Can you outline this year's and beyond's growth strategy to improve sales and whether organic or by acquisition?
The first part was the sales growth. Yeah, I mean, I think between us and our biggest competitor there's a, you know, that's the majority of the market share as I mentioned earlier. There's other product that comes in, but the Australian market has been fairly stable for several years. Around growth. We'll always try and grow our market share, and we'll also, we try many things that to achieve that, but we also realize that we have to go off into different areas. Sorry, bear with me a second.
You mentioned the growth opportunity.
Yeah, sorry. So as I mentioned Jeremy, from a growth opportunity point of view, we have the ability to grow out of the CJV which is in China. There's an opportunity to push that into export markets because China primarily currently concentrates on their own domestic section. There's the section around growing our core product which is the thermo mechanically or TMCP product. We've had some good uptake of that in the last few months. We have a 500 XT product which is specifically for truck trays and again we're just trying to get someone to take that up as a trial. And the third piece was o r the fourth piece, was around our wear sensors and again certainly very favorable market response so far on the wear sensors and that will leverage us into, if you like, a higher tech product over time.
I have another question from Jeremy. I understand why this year's AGM was not in person, but surely we are not to be intimidated by the threats of protesters. As a shareholder, it drives much benefit from face-to-face interaction with the entire Board once a year. I regret that we have adopted a virtual AGM.
Look, we agree with you, and in fact we discussed whether we were rewarding these protesters by not having face-to-face, and there are arguments both ways. We just think that right now this would have created a huge scene in Sydney, and we're not; it's not our own premises, it's another firm's premises. We just thought in terms of safety and so on. We should, this year only, do this in the way we've done it, but it's clearly not our preference. And we understand why people like you, Jeremy, who usually come to our meetings and appreciate that opportunity to engage with us, which we like; it just can't happen this year. Please feel free to reach out to Carl or Owen or even myself to discuss issues you'd like more engagement.
Can I just add to that one, Jeremy? As you may be aware, I mean there is a regular protest that occurs down at our Unanderra site. Which we d eal with on a regular basis. We also deal with the local police because they are there on a regular basis and they have a lot of intelligence around the protests. When this AGM was announced, the police advised us that there was going to be a significant protest as a result of this AGM. There were many banners, there were posters.
Also because of what David said, because of what happened in, on the back of what happened down at Melbourne, although we get our protesters in Wollongong, this was really targeted at the Sydney AGM. Again, because of what we have seen over recent months, it was absolutely appropriate not to have an in person meeting.
Thank you, Rowan.
Related question from Mr. Stephen Mayne. I have no problem with the move to a virtual meeting given the ongoing protests. Why didn't you plan to do this from the outset? Does the Bisalloy constitution allow for a virtual AGM? I believe we'll summarize the rest. Also, why did you propose banning online participation and holding a physical AGM in the first place when hybrids are now best practice for the market to maximize shareholder participation? So, there's two questions. One is why didn't we make this a virtual meeting in the first place? And the second question was around, why don't we run hybrids as a matter of course, which is a combination of online and physical.
Do you mean to first start?
Yeah, yeah. I mean we do like the AGM, we do like people coming in, we do like the interaction, we do like the discussion. But as I mentioned a minute ago, there were, if we were certainly made aware on social media of the protests that intended to be here and which we can't guarantee people's safety
And we d idn't know when we called the AGM.
Yes, exactly.
That this protest was going to be planned. It only happened afterwards.
But as soon as they found out we were having the AGM where it was going to be held, basis came up. It was all around Sydney. It said where the meeting was going to be at what time. And again we can't guarantee people's safety. It's appropriate not to do that.
I can also confirm that our constitution, which was amended in 2022, allowed for virtual AGMs.
Correct. Is there another point of the question? You want to comment on that? Anybody want to comment on that?
Our preference historically has been to hold face-to-face meetings. We see that as best practice. We are conscious of the increased costs of holding a physical and a virtual AGM at the same time. And for a small business, we have historically elected to run just a face-to-face meeting. But it's certainly something I think the Board can consider the next year.
We've got a problem like we've got now. I'm not sure how you would do that. You know. On what basis do you exclude certain people from the meeting? It's very difficult. Nothing to do. If it was a normal situation, I think we wouldn't even think about it. A hybrid meeting. We just face-to-face.
Okay, our next question from Mr. Anthony Barnes. Do you see any possibility of a JV in the U.S. similar to CJV to supply Virginia-class and Columbia-class U.S. subs once. The HII NNS approves sub grade?
Not something we're actively considering.
Why don't you speak up?
Yeah, sorry. No, that's something we're not pursuing at this stage. No.
Okay, next question from Mr. Taleb. In light of the unfortunate protest, has the Board taken steps in ensuring that Bisalloy's reputation is protected? Is the revenue that Bisalloy receives from any company who is involved either directly or indirectly in the situation in the Middle East considered material? If not material, has the Board considered ceasing operations with any of those companies to address the protesters' concerns and our reputation?
There's a general question around. I guess it's probably focusing on the Israel piece. I guess so. Again, as the Chairman has mentioned at the start of the presentation, we received more attention from anti-war protesters over the last 12 months. As advised by the Chairman. Any exports of our armor or protection steel must be approved by the Federal Government Defence Export Controls. However, this hasn't deterred the attention particularly from groups protesting about the situation in the Middle East in o ur sales of steel, I guess in particular to Israel. Again, in terms of myths, there are claims made that we supply significant quantities of steel to Israel and that our steel is used for the manufacture of ammunition and weapons.
Over the last three years our sales to various Israeli companies has been between about 0.6%-1.9% by volume or revenue for Bisalloy Steel Group, and I also will state that we do not manufacture steel for munitions.
Thank you. I had another question from Anthony Barnes on the U.S. Opportunity which I think we've already addressed. I have a question here from Mr. Lewis and Mrs. Danielle Beattie. Note the positive progress being made on the qualification of steel for the Australian SSN-AUKUS program. What is the nature of the progress, please?
What we can say about AUKUS is fairly limited, but what I will say is that the project is progressing well with finished plates produced so far complying to the respective U.S. and U.K. performance requirements. The formal qualifications of the standards is not determined until the end of the project term which is anticipated in the second half of FY 2025.
Question from Mr. Chan. We congratulate and support the Board on special dividend. Is there room for greater debt to support even larger franked dividends? Given the historic net cash position because of the large surplus franking balance, is a move from ROE to ROIC relevant in capital management decisions and should this be revisited?
I think the answer is that we pay our dividends and then we look at our situation and we determine whether we can pay a special dividend as we've done this morning. A s to whether we gear up, to pay even more special dividends. It's something we look at every year. We consider it. We are very aware that we have significant franking credits. The franking credits can only be realized and are only valuable to our shareholders. So obviously we want to try and put those franking credits their hands. By the same token, you know, we want to manage our company in a prudent way and you know, we think we've got the balance right at the moment. I mean, what is AUD 0.325 is 100% payout of last year's earnings?
I've got a comment here from Mr. Stephen Mayne about running hybrid AGMs as well, given he lives in Melbourne. I think we've considered that going forward. There's a q uestion.
From Mr. Carrodus. Can you please indicate what financial measures are used to formulate STI awards? I could not see this information in the Annual Report. I note ROE and ROIC are used for LTI awards, which I commend you on as a measure. The question is around what metrics do we use for STIs?
Certainly, one of them is safety, which is obviously very, very important to what we do. I guess the most significant part of STI is Return on Invested Capital. That's the major part. Return on Invested Capital, individual projects and one of which is safety.
Last question. Given the interesting discussion across a range of topics today. Sorry, this is from Stephen Mayne. Could the Chair undertake to make an archive copy of the AGM webcast available on the company's website? Also, when disclosing the outcome of voting on all resolutions today, including the LTI grant, could you please advise the ASX how many shareholders voted for and against each item? Similar to what happens on a scheme of arrangement, this will better gauge retail shareholders' sentiment on all resolutions and insights into the chronically low retail shareholder participation rate. Others already blazed this trail as it was a voluntary disclosure initiative adopted by the likes of Qantas, ASX, Metcash.
I think we've considered. We'll consider it. We certainly publish the results of the votes, which we will do after this meeting.
Definitely consider it. But we're not, you know. We're not massive companies like, y ou know, Qantas or other big banks. I mean, just a small company and very transparent. And if it makes sense to do that, we will.
Last question. Currently steel is being tested by HII for the AUKUS sub. The AUKUS sub is the U.K. and Australian sub. Do you expect export steel for U.S. subs?
We've got to satisfy the formal qualifications. We haven't done that as yet. So once we're qualified, see how we go. That's the only answer we can give y ou at this stage.
That's the last question.
Okay. Well. This is, I think, now that we've got no more questions, this concludes the business of the meeting. I thank members for their online attendance and questions and I now declare the meeting closed and just want to reiterate how disappointed we are we couldn't meet face-to-face this year. Thank you for showing our interest and your support.