A vision for a safer and more sustainable tomorrow. This is Dyno Nobel. One global force, one shared ambition, across continents and industries, united by a commitment to progress, sustainability, and above all, safety. The world may have changed since Alfred Nobel first laid our company's foundations, but some things remain the same: our curiosity, our innovative spirit, and our commitment to zero harm. Through our people, technology, and global expertise, we're shaping a smarter, safer, and more sustainable future for our customers and for local communities. Across borders, we're redefining what's possible, working with our customers to reduce carbon emissions and increase safety through innovation, including electrifying our bulk delivery fleet and automating our manufacturing processes. Together, we're building a brighter future and powering the industries that power our world. We're shaping the next generation of explosives technology: smarter operations, cleaner technologies, safer outcomes. Welcome to Dyno Nobel.
Love it. Last year, it was Incitec Pivot, so this year, first time, it's Dyno Nobel, and you can see our strategy really coming alive. Very exciting. So good morning and welcome to the 2025 Annual General Meeting for Dyno Nobel Limited. My name is Greg Robinson, and I'm very pleased to address this meeting as your chair, noting that this is the first meeting since our company name changed to Dyno Nobel. This is also the first Annual General Meeting being held in Brisbane, now that our corporate headquarters is based here. I begin by acknowledging the traditional owners and custodians of the land on which we meet today and recognize their ongoing connection to the land, waters, and culture. I pay my respects to elders past and present. Now, before proceeding to the formal business of the meeting, there are a few housekeeping matters to note.
In the unlikely event of an emergency, please follow the instructions of the venue staff and exit the venue via the doors on your left. We ask that no recording devices be used during the meeting. Please check your mobile phones are switched off or turned to silent. I've been advised that a quorum is present. Thank you, Richard. I therefore declare this Annual General Meeting open. I would like to welcome our shareholders and visitors who are here today. As today's meeting is being webcast live, I also extend a welcome to those watching online. The AGM is a very important opportunity for your Board to report to you and receive your views. At the end of the meeting, the Board and management will be available to take your questions and talk with you over refreshments in the foyer.
I'd now like to introduce my fellow directors who are joining me for the Annual General Meeting today: Bruce Brook, Mike Carroll, Tonianne Dwyer, Fiona Hick, who's joining us virtually, John Ho, who is also joining us virtually. On my right is our CEO and Managing Director, Mauro Neves, and our company secretary, Richa Puri. In the front row are members of the Executive Leadership Team and Suzana Vlahovic, who is our lead audit partner from Deloitte, the company's auditor. Suzana is available to answer questions regarding the audit of the company's 2025 financial report, which will be discussed at the first item of business. Tim Farag and other representatives of MUFG just might put up your hand there, Tim. Thank you. MUFG Corporate Markets, the company's share registry, are also with us today. Tim will act as the returning officer for the poll that will take place.
Before continuing with the formal business of the meeting, I'm pleased to provide an update on the performance of Dyno Nobel Limited and key developments during the 2025 financial year. Following my remarks, I'll invite our CEO and Managing Director, Mauro Neves, to address the meeting. Our goal is to be the leading global explosives player with a short-term ambition to double our earnings and deliver returns on invested capital above our weighted average cost of capital. Importantly, safety remains at the core of everything we do. Safety is just very good business. The 2025 financial year has been a period of significant progress, with our transformation program driving strong financial results and very significant operational improvements. With our strategic focus on explosives, we've changed our company's name to Dyno Nobel Limited and largely completed our exit from the fertilizer assets.
The exit from those assets has included the sale of our distribution business, Gibson Island, the Waggaman large ammonia asset that we had in the U.S., St. Helens in the U.S., and the closure of our Geelong plant. The process for the sale of Phosphate Hill is ongoing. If a sale cannot be agreed by the 31st of March, we will progress in an orderly closure by the 30th of September 2026. For financial year 2025, Dyno Nobel had a statutory net loss of AUD 53 million, which was mainly due to significant write-downs of our fertilizer assets as we exited those businesses. The explosive business delivered a strong underlying EBIT of AUD 434 million, which was a AUD 60 million year-on-year increase. These strong operational and financial results represent disciplined execution of our transformation program, strong manufacturing performance, and continued momentum in our core explosives business.
We remain committed to returning capital to shareholders. To date, we've returned AUD 732 million via dividends and on-market share buybacks, with AUD 460 million of the planned AUD 900 million buyback program already completed. The Board has declared a final dividend of AUD 0.95 per share, taking the total ordinary dividends for the year to AUD 11.90 per share. Our balance sheet remains strong, with an S&P Investment Grade rating of BBB and net debt to EBITDA at 1.4 times, well within our target range. Sustainability remains central to our strategy. In 2025, we achieved our short-term target of 5% absolute reduction in Scope 1 and 2 greenhouse gas emissions. Dyno Nobel has adopted its 25% by 2030 as its new short-term reduction target. We've also set a new medium-term 50% by 2036 absolute reduction target, underpinned by a pipeline of identified real projects.
In addition, we've set new Scope 3 greenhouse gas targets at the business unit level, where the management of these Scope 3 emissions is being built into purchasing decisions. Major projects include the Moranbah and Louisiana, Missouri nitrous oxide abatement projects. They're delivering substantial emissions reductions already. We continue to investigate new abatement opportunities, including shorter-term carbon sequestration projects and, of course, longer-term, the big green ammonia projects. As our company changes, there have been changes to our leadership team. The Board would like to acknowledge the departure of two executives during the year, Stephanie De Nicola and Robert Rounsefell, and thank them for their significant contributions to the business during their tenure.
The Board welcomes Ditesh Naidu, who's joined as the Group CFO in July, Richard Brown as President of Dyno Nobel EMEA and LATAM, basically the international part of our business, who actually took the role in August, and most recently, Stuart Sneyd as the DNAP President, and the DNAP business is our Australian business. I'd like to also acknowledge interim leadership contributions from Damien Butler, who's sitting in the front here, who was our interim Group CFO, and Anthony Urso, who was the interim President of our Australian business, DNAP. Finally, on behalf of the Board, I extend my gratitude to Mauro, our leadership team, and our global team for their hard work, and to our shareholders for their continued support as we transition to the future as a global explosives leader. It's been a really big year, and everyone's done very well.
We're well positioned to deliver safe, sustainable, and competitive performance for the long term. It's now my pleasure to hand over to the CEO and Managing Director, Mauro Neves, for his address. Thanks, Mauro.
Thank you, Greg. Good morning and welcome to our shareholders, our directors, this active leadership team, and our colleagues from Dyno Nobel. Thank you for joining us today. It's a privilege to address you for the first time as CEO and Managing Director of Dyno Nobel Limited since the company name change in March. I want to acknowledge the dedication of our people, whose efforts have driven our strong performance in fiscal year 2025 and set the foundation for continued success. Today, I'll provide an update on our safety journey, financial performance, sustainability, and our strategic ambition. Safety remains the cornerstone of our business and our number one priority. It translates into operational resilience, sustainable growth, and long-term value for our owners. I'm very proud to report that in fiscal year 2025, we achieved a total recordable injury rate of 0.89, a 19% improvement year-on-year.
Importantly, we recorded zero serious incidents and saw a reduction in injury severity and lost workdays. Our Operations Risks Transformation Project has embedded critical control thinking across the business, ensuring that such controls are clearly defined, actively verified, and consistently reinforced. We have unified risk systems, established a global material risk register, and implemented a structured verification process, all supported by strong governance and a culture of continuous improvement. We also have made strong progress on our separation and transformation strategy. The successful divestment of our fertilizers distribution business and the sale of non-core assets are important milestones as we move forward as a pure-player global explosives business. The sale process for Phosphate Hill is ongoing, with a decision expected by March 2026. I would like to thank Scott Baumann and his team for their considerable efforts as we completed the distribution sale this year.
I wish them every success moving forward with Ridley Corporation. I am very pleased with the progress we made on the transformation program. We set ourselves a very aggressive ambition of doubling our fiscal year '23 explosives EBIT, and we are continuing to deliver to our plan. Dyno Nobel EMEA and LATAM business, which we introduced early this year, grew by 33%, and we continue to establish our capital-like footprint in these regions, targeting future growth. '25 has been a pivotal year for Dyno Nobel. Our explosives business delivered underlying EBIT growth of 16% compared to fiscal year '24, with strong results across our global footprint. In the Americas, underlying EBIT up 13%, reflecting transformation benefits and commercial momentum. In Asia-Pacific, underlying EBIT was up 8%, driven by premium technology sales and our operational improvements.
Finally, as I said, in EMEA and LATAM, underlying EBIT up 33%, with advancement of our growth agenda both in LATAM, in Europe, and in Africa. Our teams delivered the largest turnarounds in company history on time, on budget, and most importantly, injury-free. Phosphate Hill overcame early challenges to deliver solid results. Our nitrous oxide abatement projects in Moranbah and Louisiana advanced our climate goals. Our focus on quality earnings and capital discipline has contributed to positive improvements in our key performance indicator, ROIC. ROIC, including Goodwill, grew to 8.2%, up from 6.3% last year. Excluding Goodwill, ROIC is now sitting at 11.5%. The strategy is clear. We want to become the world's leading global explosives player, powered by our people, our values, and the five strategic pillars. The pillars define how we stand out, delivering superior safety, reliability, efficiency, and financial performance.
Our unique technology and expert team create tailored solutions for our customers' needs. With decades of trusted relationships and strategically located assets, we engage as partners, not just suppliers. We deploy capital with discipline, prioritizing low capital growth and strong returns. By focusing on these pillars, we'll leverage our differentiated offerings to drive growth and achieve our ambition. I'm also pleased that in partnership with Repkon USA, we have been awarded the construction of a new TNT plant in the U.S. This will be the first U.S. TNT facility in four decades to be built at our Dyno Nobel's Graham, Kentucky site, and it's funded by the U.S. government. In addition, we have recently established a new joint venture with Repkon USA called Nitrodyn.
This joint venture will focus on supplying energetics material for broad industry use across both the resources and defense sectors, and we'll operate independently from our core commercial explosives business. Our proprietary technology suite continues to gain strong traction as customers recognize the efficiency and safety advantage it delivers. Our electronic detonator sales grew 15% year-on-year. DeltaE-enabled MPU fleet expanded by 24%. In addition, our DynoConsult team handled nearly 60% more engagements in fiscal year 2025 compared to the last year, reflecting the commitment of optimizing solutions and delivering measurable value to customers. Sustainability is integral to our strategy. As Greg outlined, our key decarbonization projects at Moranbah, Queensland, and Louisiana, Missouri are delivering the emissions reductions as expected. We remain committed to improving our sustainability performance and investing in projects aligned with our zero emissions ambition. 2025 has been one of transformation.
I couldn't be prouder of the progress we made in simplifying our business, empowering our people, and building a high-performance culture. Our leaders have been empowered to build trust and transparency, and our teams are focused on delivering results for our customers and stakeholders. We enter fiscal year 2026 with clear priorities: delivering continued growth in our explosives business, completing the separation of fertilizers, and advancing our transformation program. Our talent team, strong technology, and disciplined execution position us to create value for our owners as well as our customers. Thank you to our people for the exceptional work, and to the Board for their ongoing support and trust. To you, our shareholders, this is your company, and I look forward to working together as we continue the journey to become the global leaders in explosives. I'll now hand back to our chair.
It was a good year. I've got to say, a lot went on. Hopefully, it's going to be a lot clearer and easier to understand as we go forward because you can really see the vision coming through. So thanks, Mauro, and the leadership team. It's been really a great year. So I'll now proceed to the formal business of the meeting. First, there are a number of procedural matters that I wish to explain in relation to the voting process and shareholders asking questions. We're going to go into the colored card conversation here. While our visitors and guests are most welcome here today, this is a shareholders meeting, and only shareholders, their attorneys, proxies, and authorized corporate representatives are entitled to speak and vote at this meeting. When you arrived today and presented yourself to the share registry, you were given an admission card.
There are of a particular color, sorry, these were of a particular color depending upon your type of participation. The cards are as follows. Shareholder and proxy holders have a yellow card. Non-voting shareholders have a blue card, and visitors have a red card. You're entitled to speak at this meeting if you have received a yellow or blue card. If you wish to ask a question in relation to a particular resolution, would you please move to the microphone and show your admission card to the microphone attendant, who will note your name and introduce you when it's your turn to speak. To ensure that shareholders as a whole have a reasonable opportunity to ask questions or make comments, each speaker will be limited to two questions at any one time.
I'll take questions on the items of business as we deal with each one, and all questions should be directed to me as the Chair of the meeting. We received several written questions from shareholders prior to the meeting. I will address the questions relating to general business under item one, and I will address the other questions relating to resolutions five and six when we deal with those items of business. You'll find voting instructions printed on the reverse side of your admission card. If you're here as both a shareholder in your own right and as a proxy holder, then you'll have received a separate voting card for each shareholding. If you're a proxy holder, you'll have received your admission card, another document marked at the top right-hand corners as nominated person's proxy summary.
If your proxy has specified how you are to vote, you do not need to mark your yellow cards in relation to these votes as they've already been captured by the share registry. If you are a shareholder or a proxy holder with open votes, please record your votes by placing a mark in the for, against, or abstain box next to each resolution. You don't need to put the percentage or number of votes unless you wish to do so. As a reminder, you can only vote if you hold a yellow admission card. The vote on all resolutions will be conducted by way of a poll. Details of the proxy votes received in relation to each item will be displayed as each resolution is presented. The poll will remain open for five minutes after the meeting closes to allow you to finalize your votes.
The final results of the poll will be available later today on the ASX website and Dyno Nobel's website. I confirm that I hold a number of open proxies in my capacity as chair of the meeting. As set forth in the notice of the meeting, I'll be voting all available proxies in favor of each resolution. At the end of the meeting today, please place your voting cards in one of the ballot boxes that you will find near the exit doors. I now declare the poll open in relation to all items and move to the items of business. The first item of business is to receive and consider the consolidated financial report of the company as well as the reports of the directors and the auditor for the year ended 30 September 2025.
This item does not require a resolution to be put to the meeting but does provide an opportunity for shareholders to ask questions or make comments on the financial report and the management of the company. The company's auditor is available to answer questions in relation to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit. Any questions to our auditor should be directed to me as chair in the first instance. I now invite shareholders to ask questions or make comments on this item. Any questions relating to the remuneration report and other items should be raised when we come to those items.
I mentioned earlier that we've received several written questions from shareholders prior to the meeting. I'll respond to questions relating to general business now. The first question is from shareholder Natasha Lee. The company has advised that it's building a new TNT plant in Kentucky funded by the U.S. government. Could you advise more details on this arrangement, e.g., is this being funded at no cost to the company, a soft loan, and who has the ownership of the asset once built? Well, in partnership with Repkon USA, we've been successful in being awarded the construction of a new TNT plant in the U.S. This will be the first U.S. TNT facility in four decades to be built by Repkon USA at Dyno Nobel's Graham, Kentucky site and is funded by the U.S. government.
The facility is expected to materially reduce US tariff exposure, securing critical onshore supply of raw materials for booster production with limited capital outlay. Under the current arrangement, Dyno Nobel will operate the plant with operational income and full commercial offtake. The next question we've got is also from Natasha Lee. While a move into the defense sector seems logical with the joint venture with Repkon, will there be complete transparency and accountability in the end use of defense supplies? The response to that question is we have formed a joint venture with Repkon USA. It's called Nitrodyn to manufacture energetics for the use across the resources and the defense sector. The venture is in its very early stages and will share progress updates throughout 2026. Nitrodyn is a 50/50 JV and will operate separately to Dyno Nobel's commercial explosives business.
Nitrodyn will establish necessary compliance processes to comply with the applicable requirements in the jurisdictions in which it operates. Dyno Nobel and Repkon USA will have governance oversight via representation on the Board of Nitrodyn. I know you're waiting for a question. I've got one more I've got to read, and then we'll get there. The next question is from Adam Raymond of the Australian Shareholders’ Association, who asks, "Is there any plan to allow remote participation with the webcast of the AGM so that those shareholders who are not Brisbane-based can participate without traveling?" The Board and management team, we really value the opportunity to engage with shareholders in person. That said, we continue to take on Board shareholder feedback when considering the most appropriate format for our AGMs each year.
As you've noted, shareholders who cannot attend in person today can view the AGM via the live video webcast, and a recording will be available on our website after the meeting. Shareholders also have had the opportunity to submit questions ahead of this AGM, and I've been responding to some of these questions at today's meeting. So now, are there any questions from shareholders here today on item one?
Chairman, may I introduce Marie Leroy?
Welcome.
Thank you. Good morning, Chair and to the Board. Thank you for taking my questions today. I noticed with some recent news articles about our company selling or closing our Phosphate Hill facility. This is at the same time that we've seen gas prices tripling on the Australian East Coast over the past 10 years. So this is in regards to costs. My question is, what role have high gas prices played in the potential closure or sale of Phosphate Hill?
Yeah. I'd have to say a significant role. Our contracted gas out of the Northern Territory is we're not getting our supply. And so we're on to the Eastern Seaboard open market for gas, and that is a very significant cost driver on that asset. So at current prices, it is a big impost.
Thank you. From my understanding, the company is still looking to continue operations of its Moranbah ammonium nitrate plant and the Queensland Nitrates plant. Both of these facilities still require significant volumes of gas. My question is, what is the company doing to manage this gas price risk? What has the company been doing to push back against the continued expansion of the LNG export industry, whose pursuit of massive profits has resulted in soaring gas prices, which have severely impacted the Australian manufacturing sector over the past decade?
Great question. I need to take you to Canberra.
I would love to come to Canberra with you.
Look, we have made our feelings known at state governments and federal government level with various ministers right down through all the infrastructure at a state level. The issues of Eastern Seaboard gas haven't been a surprise. It's really been going on for a very long time. The Gibson Island shutdown was related to that and closure. So we've seen all of those impacts. If we look at our current operations at Moranbah, we are fortunate. We own gas reserves around, or we've contracted gas reserves around that facility that bring us below where spot markets are on the Eastern Seaboard. And that agreement is allowing us in a medium to long-term position to have a more economic outcome at the Moranbah plant. And Sunil is nodding in front of you because he did all those deals, which was great. And then the second one is QPM.
QPM also has some slightly advantaged gas contracting. We'll see what happens. The federal government's made announcements about they're going to look at gas reservation. We'll see what happens.
Sorry, I know you said two, but this is very short.
That's okay.
Is the company looking to get off gas at these facilities?
Look, we'd love to, in the very long-term, be green ammonia. We'd love it to be hydrogen splitting facilities, but that's not economic at the moment, and what we need globally is government policy and customers purchasing green ammonia. I think it'll come. It will happen, but it's not a short-term solution.
Okay. Thank you very much.
It's a pleasure.
Okay. Thank you. Very good questions. So it appears there's no other questions. So we're going to move to our next resolution relating to my retirement as a director and proposed re-election. I'll pass the chair to Bruce Brook, who will conduct this resolution. Thanks, Bruce.
Thanks very much, Greg, and good morning, shareholders. I'll now pass to resolution two, which relates to the re-election of Greg Robinson as a non-exec director. The notice of meeting includes details of Greg's qualifications and experience, and I'll now ask Greg to give a brief address to the meeting. So, Greg, you're back.
That all looks a bit weird, doesn't it? Anyway, look, thanks, Bruce. Ladies and gentlemen, thank you for the opportunity to address you again today as I seek support for re-election. Over the past six years, I've served as a non-executive director and the last two as the chair. As chair, I've worked closely with my fellow directors to act in the best interests of the company and all stakeholders. It's been an absolute privilege to help guide our company through what has been a really significant set of changes as we pursue our ambition to be the leading global explosives business. During this period, we've really simplified the business, strengthened the operating and business performance while keeping the safety of our people, customers, and communities at the forefront of every decision.
As outlined in the notice of meeting, my career has spanned senior exec and non-exec director roles across the resource and finance industries. This experience equips me with a pretty practical cross-functional view. It's grounded in leadership, governance, risk, capital allocation, and strategic direction. Once again, it's been a real honor to serve as chair, and I seek your re-endorsement for re-election as a non-executive director, and I thank you for your continued support.
Thank you, Greg. And I think shareholders will have seen how across the strategy of the company Greg is, and we're very fortunate to have him leading us as a Board. So thank you for that, Greg. Directors other than Greg unanimously recommend that shareholders vote in favor of this resolution. Are there any questions on Greg's election? Seeing none, as there are no further questions, I will put the resolution displayed on the screen to the meeting. Details of the proxies received on Greg's re-election are shown on the screen. Congratulations, Greg.
Thanks, Bruce.
Thank you.
Yeah. Thanks. Want to know who the against were? Anyway, thanks, Bruce. We'll move now to resolution three on the agenda today, which is the non-binding advisory vote for the adoption of the remuneration report for the financial year ended 30 September 2025. The remuneration report is contained in the annual report, which is available on the Dyno Nobel website. It includes details of the company's policies on remuneration of directors and executives, a discussion of the relationship between the policy and the company performance, and details of the performance conditions associated with the remuneration of the CEO and other executives. The vote on this resolution is advisory only and does not bind the directors of the company, although the Board will take the voting results and discussion on this resolution into account when we consider the future remuneration arrangements of the company.
The directors unanimously recommend that the shareholders vote in favor of this resolution. Before taking questions, I'm now going to invite our Chair of the Remuneration Committee, Tonianne Dwyer, to step forward and give a brief address. Thanks, Tonianne.
As Chair of the People and Remuneration Committee, I appreciate the opportunity to outline our approach to remuneration and the outcomes for 2025. As a Board, our focus remains on ensuring that our Rem framework is market competitive so that we can attract, retain, and motivate the talent required to deliver Dyno Nobel strategy while strengthening accountability and aligning rewards to sustainable long-term value creation for all shareholders. A significant proportion of an executive's remuneration continues to be at risk with outcomes only realized where performance meets expectations set across both short and long-term periods. Short-term incentive outcomes for financial year 2025 reflect that our executives made strong progress on key strategic priorities while delivering a solid financial performance. Safety is a key component of our STI scorecard, and performance was assessed at 90% of target.
We were pleased to see meaningful improvements across key measures, as was noted by Mauro earlier. There's always more that can be done, and we will continue to set targets to support our priority of zero harm. Financial performance makes up 60% of the STI scorecard. As you've already heard, Dyno Nobel delivered another year of solid earnings performance, and overall, we assess this performance as above target this year. We also saw pleasing progress on our strategic and sustainability objectives with the sale of the fertilizers distribution business and the completion of nitrous oxide abatement projects at Moranbah and in Louisiana. As a result of these outcomes, Mauro achieved an STI outcome of 76.3% of his maximum opportunity, and the other executives averaged 57.8%. We believe these outcomes appropriately reflect the group's performance over the year and maintain a strong link between reward and results.
All executives also participate in our long-term incentive plan, which rewards sustainable performance over three years. For the 2022-2025 LTI plan, performance across the four measures of relative total shareholder return, return on invested capital, long-term value metrics, and sustainability resulted in an overall vesting outcome of 25%. RTSR and ROIC performance were below the thresholds required for vesting, but we continue to see progress against long-term value and climate-related objectives. With the sale of the fertilizer business now materially behind us, the Board and management team are confident that the higher quality of earnings in the explosives business and its growth opportunities will support stronger outcomes for shareholders and executives over coming periods. There'll be minimal changes to our Rem framework for FY26. The only material change will be the reintroduction of ROIC as a measure, return on invested capital, into our LTI program.
Shareholders may recall that ROIC was not included in the FY25 LTI program because of the potential for material movements in our balance sheet and earnings as a consequence of the in-year sale of the fertilizers business. The Board considers it is now appropriate to reintroduce ROIC, reflecting our ambition to increase the return on our invested capital in the standalone explosives business to above our weighted average cost of capital by financial year 28. ROIC will be weighted at 25% alongside absolute TSR at 50% and relative TSR at 25% for the LTI plan commencing in financial year 2026. In terms of fixed remuneration, there will be no increases to fixed remuneration for our CEO or KMP for FY26, and there'll be no increases to directors' fees.
The Board plans to review our remuneration framework during the coming year to ensure it continues to support the delivery of the company's strategy going forward. In closing, the FY25 remuneration outcomes reflect a strong year of financial performance, discipline management, and continued transformation progress. Thank you, and I'll now hand back to Greg.
Thanks, Tony. Good results for the execs, and we've got a very good executive team, so very happy they've done well there. Are there any questions on the Rem report? As there are no questions, I'll now put the resolution displayed on the screen to the meeting. Details of the proxies received on this resolution are shown on the screen. That's a big result, so it's a great result for the company. Please record your vote on resolution three on your voting card. Resolution four, let's move to that, is the grant of performance rights under the company's long-term incentive 2025 to 2028 plan to our CEO and Managing Director, Mauro Neves. A summary of the proposed grants includes performance criteria and measures for each performance condition set out in the notice of the meeting.
The number of rights proposed to be granted is 786,690 based on the calculations provided in the notice of the meeting. The directors other than Mauro unanimously recommend shareholders vote in favor of this resolution. So are there any questions on this item? Thank you. As there are no further questions, I'll put the resolution that is displayed on the screen to the meeting. Details of the proxies received for this resolution are also shown on the screen. Please record your vote on the resolution four on your voting card. So you can see there's very strong support again from all shareholders on the resolution. Resolution five is the increase in the non-executive director fee pool.
A summary of the proposed increase to the non-executive directors' total aggregate fee pool from AUD 2 million to AUD 2.5 million per annum, along with the reasons for seeking the increase, are set out in the notice of the meeting. As the non-executive directors have a personal interest in their remuneration from the company, the directors refrain from making a recommendation in relation to this resolution. We've actually received a written question from a shareholder prior to this meeting regarding this item. The question is from Adam Raymond of ASA. During the next 12 months, can you please list the plan changes that the Board intends to attempt to make with this increased allowance? Well, thanks for the question. Succession planning is always important for the Boards, particularly as some of our directors near the end of their term.
The proposed increase to the non-exec director annual fee pool is really to provide the Board with the flexibility to recruit new directors as part of an orderly succession plan. This includes providing an induction period for new directors before current directors actually retire. The Board does not intend to fully utilize the increased pool of fees in the current year. Also, there is no increase to non-executive directors' fees for financial year 26. Are there any questions from shareholders here today on item five? Thank you. As there are no questions, I'll put the resolution that is displayed on the screen to the meeting. Details of the proxies received for this resolution are shown on the screen. Please record your vote on resolution five on your voting card if you've not already done so.
And again, you'll see there's very strong support for the logic of why we're doing it. Resolution six is for the approval to exceed the 10/12 buyback limit. This resolution relates to the previously announced on-market buyback of up to 900 million, of which approximately 430 million had been completed at the time of issuing this notice of meeting. The resolution is seeking shareholder approval for the company to continue with the remainder of the on-market buyback for up to 250 million shares, which equates to a buyback of up to another AUD 470 million. It is noted that this remaining buyback of up to AUD 470 million may cause the company to exceed the 10/12 limit in the next 12 months.
Therefore, shareholder approval is being sought to provide the company with the flexibility to buy back the shares of up to a value of AUD 470 million in the 12-month period following the approval of this resolution, should the Board decide that that is appropriate to do so. This resolution is similar to the resolution approved by shareholders at the 2024 AGM, which expires 12 months from the date of that AGM, and therefore can no longer be relied on by the company to buy back shares beyond the 10/12 limit. As a summary of the reasons for requiring shareholder approval, as well as the reasons for the buyback and other related information, it's all set out in a lot of detail in the notice of the meeting. The directors unanimously recommend shareholders vote in favor of this resolution.
We have received another question from shareholder Adam Raymond, the ASA, prior to the meeting regarding this item, and I'll respond to that question now. The question was, when this buyback is complete, what is the expected net debt to EBITDA ratio? So this is a key debt ratio that we use to evaluate the financial health of the business. So our key objective is to maintain an investment-grade rating. As previously stated, our intention is for the ratio to stay at about 1.5-2 times. Should the company move outside this, our robust and reliable cash flow gives us the options to return back within the preferred range within a reasonable timeframe. Are there any other questions from shareholders on this item? Thank you. As there are no further questions, I'll put the resolution that is displayed on the screen to the meeting.
Details of the proxies received for this resolution are shown on the screen. People want us to do the buyback. It's pretty obvious they want their money. Please now record your vote on resolution six on your voting card. I'll now move to resolution seven, which is the non-binding advisory vote on the company's climate change transition progress for the year ended 30th September 2025. Dyno Nobel's 2025 climate change report was released on the 17th of November 2025 and is available on the company's website. The report provides an update on the company's progress on its climate change transition pathway and the progress made since the non-binding resolution passed at the 2022 AGM.
The intent of this resolution is to provide shareholders with an opportunity to discuss and provide feedback on the progress the company has made on the management of climate change and its transition towards the ambition of net zero greenhouse gas emissions by 2050. The Board remains committed to regularly engaging with shareholders on Dyno Nobel's climate commitments, which include publishing its climate change transition progress annually. The vote on this resolution is advisory only and does not bind the directors of the company. The Board will, however, take the outcome of the vote into consideration when reviewing the company's climate change strategy. The directors unanimously recommend shareholders vote in favor of this resolution. Are there any questions on this item? Thank you. As there's no questions, I'll put the resolution that is displayed on the screen to the meeting.
Details of the proxies received on resolution seven are now shown on the screen. Very strong support for a climate change report. Please record your vote on resolution seven on your voting card. Okay. Well, that now covers all the business of the Annual General Meeting. I'd again like to thank our Board, the Executive Leadership Team, and all our employees for their ongoing commitment to the company. I also want to thank you for your attendance and participation today. I hope that this has been an opportunity for you to learn more about your company and its exciting future. Once you've finished marking the voting section of your yellow card, please place the card in one of the ballot boxes made available at the exit doors.
If you need help or there are any aspects regarding the voting that you're uncertain about, please ask one of the staff from MUFG Corporate Markets standing right there. As mentioned earlier, the poll will close five minutes after the closure of this meeting. The results of the poll will be notified to the ASX and will be available on the company's website as soon as they are finalized. I now declare this Annual General Meeting closed, subject to the finalization of the poll. I wish you and your families a very happy holiday season and all the best for 2026. Please join us for some refreshments in the foyer outside this room where the directors and the Senior Leadership Team will be available to speak to you. So thank you, everyone.