Fluence Corporation Limited (ASX:FLC)
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AGM 2022

May 26, 2022

Richard Irving
Chairman, Fluence Corporation

Good morning, ladies and gentlemen. My name is Richard Irving, the Chairman of the board, and I will be chairing the meeting today. It is my pleasure to welcome you to the Annual General Meeting of Fluence Corporation Limited. We advise that we've complied with the relevant requirements for convening this meeting and that a quorum is present. I therefore declare the meeting open. I would like to introduce my fellow directors who are present today, Tom Pokorsky, seated next to me, Paul Donnelly, at the end, and via Zoom, the company's, Non-Executive Directors, Ross Haghighat, Dr. Rengarajan Ramesh, and Samantha Tough. I would also like to introduce our Company Secretary, Melanie Leydin. Our auditor, Tim Fairclough from BDO, is also in attendance and will make himself available to answer any questions on the accounts at the appropriate time.

As is our Counsel, Simon Davidson, and our investor relations person, Andrew Angus. As the notice convening this meeting was sent to all shareholders on the Fluence Corporation Limited register in accordance with the company's constitution, unless there are any objections, I intend to take the notice of meeting and explanatory statement as read. Copies are available for you today at the registration desk. We're conducting today's meeting using a hybrid method. Shareholders who are attending online will be able to participate and view a live webcast of the meeting, ask questions, and cast direct votes at the appropriate times while the meeting is in progress. The format of today's meeting will be a brief chair address from myself, a presentation on the operations of the business by our CEO, followed by a Q&A session on the company's operations.

Formal consideration of the business of today's agenda, each resolution to be considered at today's meeting will be voted by a poll, followed by a Q&A session on the formal items of business. Finally, completion of the poll on the formal items of business. Our Company Secretary, Melanie Leydin, will now outline the Q&A as well as the voting procedures for today's meeting. Melanie.

Melanie Leydin
Company Secretary, Fluence Corporation

Thank you, Richard. I'll first outline the procedures for the shareholders who are attending in person here today. With regard to voting on today's resolutions, all shareholders, proxy holders, and authorized corporate representatives who are entitled to vote should have a green voting card. The green card entitles you to comment and ask questions in the meeting. If anyone is present who is entitled to vote and does not have a green voting card, please see one of the boardroom staff at the registration table at the entrance door. Non-voting shareholders were issued with a white card, and blue cards indicate a visitor. Visitors are reminded that while we welcome you at the meeting, it is a shareholders' meeting and you may not comment or ask questions. The shareholders, proxy holders and corporate representatives who are attending online, please accept the following poll voting instructions.

As mentioned earlier, shareholders will be able to participate, ask questions, and cast direct votes at the appropriate time while the meeting is in progress. Visitors are reminded that while we welcome you at the meeting, it is a shareholders' meeting and you may not comment or ask questions. For shareholders who are attending online, you may ask questions by sending us a text or request audio to speak. Please note that we may experience some time lag, and this may cause some delay in your text questions or comments coming to our attention, and we encourage you to lodge them as early as you can. Shareholders attending online wishing to ask questions via text, please take note of the following instructions. Please select the Q&A icon located at the bottom of your screen and type your questions in the "Ask a Question" box and press the send arrow.

Your questions will be addressed at the appropriate time. Online attendees wishing to speak and ask a question, an audio questions facility is available during the meeting, and please follow this process. Please select the "Raise a Hand" icon located at the bottom of your screen. You'll be placed on queue and authorized to speak when we reach the Q&A session. Prior to asking your question, please state your full name and who you are representing. Regarding voting on today's resolutions, all shareholders, proxy holders and authorized corporate representatives and attorneys of shareholders who are entitled to vote will be able to do so via the webinar poll. It's important to note that if you have lodged a proxy and voted prior to the meeting, you do not need to vote again at this meeting unless you wish to change your proxy instruction.

For those proxy holders, shareholders and corporate representatives who have not yet voted prior to the meeting, please cast your votes on each of the resolutions when the poll is opened. For proxy holders, you will have a summary of proxy votes which detail the voting instructions, if any, for the items of business. By completing the voting via the webinar poll, when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. Where the chair has been appointed proxy on behalf of the shareholder, Mr. Irving, as Chair of the meeting, intends to be voting these in favor of all of the resolutions. We'll conduct today's online voting poll in two parts. Poll 1 will comprise voting on Resolutions 1 to 10, and poll 2 comprise voting on Resolutions 11 to 13.

For shareholders, proxy holders and authorized corporate representatives who intend to vote online via the webinar poll, please observe the following poll voting instructions. When the poll is declared open, a poll window will appear. To vote, simply select the direction in which you'd like to cast your vote to select, and the selected option will be marked. To submit your vote, simply click on the Submit button and you'll have the ability to change your vote up until the time that the voting is closed. Thank you. I'll pass back to you, Richard.

Richard Irving
Chairman, Fluence Corporation

Thank you, Melanie. Before I give you the Chair's speech, I would like to just show you a brief video of some of the plants that we have now deployed worldwide. Thank you. I will now provide my opening Chair's address, following which our CEO, Tom, will provide an update of the company's operations before we move on to the formal items of business for today. Ladies and gentlemen, thank you for joining us today. I'm delighted to be here in person for the first time since October 2019, more than two and a half years ago. I'm also very pleased to introduce you to Tom Pokorsky, who joined us as CEO and Managing Director in mid-March. Tom brings more than 35 years of executive experience in the water industry, mostly in wastewater treatment.

He has actively built businesses in North America, China, and Israel, and has repeatedly delivered substantial returns to investors throughout his career. It's great to have such an experienced water industry professional at the helm of Fluence. We also were delighted to hire Rick Cisterna as our Chief Strategy Officer in December. Rick has closed over $1 billion in water deals during his career, including $100 million in recurring revenue projects, and he has already built a significant pipeline of projects where we would sell water or wastewater treatment as a service rather than selling equipment. Finally, we're excited to welcome water industry veteran, Doug Brown, to Fluence as a Strategic Advisor to the Board effective May 23.

Doug will help us develop and implement strategies, in particular, to increase the company's recurring revenues throughout our targeted regions, evaluate acquisition opportunities, and provide strategic advice regarding financing alternatives. Doug is one of only a handful of globally recognized senior executives to have led two successful billion-dollar exits in the water space. He was Founder, Chairman, and CEO of AquaVenture Holdings, which he led to a listing on the New York Stock Exchange in 2016 and then subsequently sold to Culligan for $1.1 billion in 2020, while he served as Chairman. Previously, he was CEO of New York-listed Ionics, which was acquired by GE Water for $1.3 billion in 2005. Concurrently with his appointment, Doug invested AUD 2.7 million in Fluence at a price of AUD 0.21 a share.

This was the reason for the small placement we announced on Monday. I see Doug's purchase of a material equity stake in Fluence as a clear vote of confidence in our proprietary MABR technology and its growth potential. I will now give you a brief update on the progress we've achieved in 2021 and into this year, and then hand over to Tom to discuss the company's performance in more detail before we discuss and present the resolutions. Despite COVID headwinds, we were very pleased to deliver EBITDA positive revenue growth for the second year in a row. Again, meeting market guidance. Our unique MABR wastewater treatment solutions achieved sales increase of 56% in terms of capacity.

We've now sold, as of the end of 2021, 313 plants worldwide, up from 245 at the end of 2020, with total capacity to treat wastewater for almost 1 million people, up from 600,000 at the end of the prior year. Importantly, MABR capacity sold outside China exceeded sales within China for the first time, including significant sales in Cambodia, the Caribbean, the U.S., and the United Arab Emirates. We also expanded NIROBOX sales. We sold eight of these containerized desalination systems in 2021, including five plants at Caribbean Resorts and the first multi-unit NIROBOX order in Taiwan. As you know, we have focused hard on improving operating efficiency, so we were very pleased to see a further 8% reduction in operating expenses in 2021 versus 2020 while increasing sales.

In 2021, we began execution of the Ivory Coast project, which is now advancing at full speed, as you just saw now, with over 400 people from our subcontractors working on site. I recommend you view the videos of plant progress in Ivory Coast on our website or YouTube channel, which we update monthly. This project is an important source of profit and cash flow and continues to be overall cash flow positive. We also believe we have a very good opportunity to win a multiyear operation and maintenance contract for the plant, which will be an attractive source of recurring revenue. As you know, MABR and NIROBOX are a major focus for us, and collectively, we refer to them as Smart Product Solutions. Perhaps most significantly, SPS backlog entering 2022 is 65% higher than it was entering 2021.

Because we can often book and ship an SPS order in the same calendar quarter, we typically see only about 40% or so of Smart Product revenue achieved in any year on our backlog at the start of that year. We've guided to 23% SPS growth in 2022. Though start of year backlog potentially points to higher growth, given COVID continuing to slow sales and project execution in China, we will maintain a more conservative guidance for the time being. In a world increasingly concerned with climate change, I want to mention Fluence's very strong sustainability credentials. Our existing plants in the field mitigate more than 23,000 tons of carbon dioxide per year due to energy savings of 32 GW of electricity.

This is primarily due to the extreme energy efficiency of MABR, which saves up to 90% of the aeration energy required by traditional systems. However, something additional has recently come to light, which is even more significant. Wastewater treatment consists of removing biological pollution, but also reducing the nitrogen inherent in domestic wastewater. Excess nitrogen discharge is a major cause of algae blooms, which kill fish populations, and tighter nitrogen regulations are advancing in many geographies, including Australia, the U.S., and China. In treating nitrogen, most wastewater treatment systems emit significant amounts of nitrous oxide. It turns out that nitrous oxide is 300 times worse than carbon dioxide in terms of atmospheric warming. Fluence's MABR emits 99% less nitrous oxide versus all other technologies. This means our existing systems mitigate the equivalent of a further 94,000 tons of carbon dioxide.

Overall, Fluence's innovative Smart Product Solutions deliver on nine of the 17 United Nations Sustainable Development Goals. These significant and beneficial environmental impacts are increasingly being noted by global investors and partners. We recently reiterated on full year Smart Products and guidance sales and underlying EBITDA of $45 million and $3 million, respectively. We also guided to total 2022 overall revenues of $144 million. We continue to see very severe COVID headwinds in China, and Tom will be discussing how best we can mitigate these by focusing on other geographies while waiting for the China market to recover. I'm delighted to welcome Tom to our team and now ask him to present an overview of the business and our strategy going forward.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

You want me to go up to the podium in there?

Richard Irving
Chairman, Fluence Corporation

If you can stay where you are, I think.

Melanie Leydin
Company Secretary, Fluence Corporation

[crosstalk].

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

Okay. Yes.

Melanie Leydin
Company Secretary, Fluence Corporation

Yeah.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

I can do it here. Good morning, everybody. Richard, thank you for that introduction. It's a pleasure to be here for the first time, at a general meeting for Fluence, and it's a pleasure to be working with the team here. What Richard said about our management team is absolutely correct. I've been in this business for 45 years. Almost all of the background was in technology sales. In other words, selling solutions, not just building plants and construction. I can tell you from my experience that the MABR product Fluence has right now is cutting-edge technology and the best in the business. There's no question. In fact, that's what lured me into the company, without a doubt.

I can talk more about my background, but I'd rather talk about the exciting things we're gonna do here. After two years of positive EBITDA, I think we're really ready to be at a point where we can take off and grow with the MABR wastewater market. Should I click it?

Richard Irving
Chairman, Fluence Corporation

Mm-hmm.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

All right. We have new traction for the Smart Product Solutions, and as you will see later on in the slideshow, we are going to move more into those areas because of the higher margin potential and the immense marketplace out there for availability for work. I can talk about numbers about market. Markets are big, $650 billion for water and wastewater treatment, and that can be broken down to $150 billion for wastewater, $120 billion or $118 billion for water treatment. Treatment, not pipes, not sewers. But I think the fact of the matter is the market is huge, and if we only get a couple billion of the $180 billion, I think we'll be just fine. The market size is not gonna be restrictive to our growth.

That's for sure. As it says here, over 80% of the world's wastewater is not treated, and there will always be a market for treatment equipment. It's just a matter of putting the technology with the money and the project, and that's our job to do. We are then therefore playing in a very high growth marketplace, and one of the things I did in my previous jobs is I tried to get involved in technology that's growing faster than the overall market. I mean, the wastewater and water market grows every year, arguably 3%-10%, depending on who you talk to and where you go. The nutrient removal market and the decentralized market is growing significantly faster than that general market, and those are the two key areas we're in.

The idea is to grow faster than the wastewater and water market, and that's what we're poised to do. I think you've all seen these slides, but I think we're ready to move in a very big market right now. Okay. One thing we're going to do, though, as we move forward, we're going to move away from the custom-engineered solutions into the smart product world and the decentralized world and the recurring revenue world. The margins for construction projects are significantly less than the product market, and of course, recurring revenue is even higher margin than the smart products, but it also comes every year. I'll explain what the recurring revenue can be a little later on.

Anyway, the point here is we're going to deploy solutions, and as time goes by, increase the amount of product sales, decrease the custom engineered products or solutions, and increase our margin significantly. Okay. Richard went through the 2021 highlights. I'll just point out one thing about the—w e had a revenue growth, significant revenue growth, and we had positive EBITDA. If you go to the next slide, I think I want to point out that the number of plants, but if you look in the capacity, the capacity would be from 613,000 cu m, or excuse me, personnel treated or served to 957,000.

The amount of waste treatment per person really is a better ratio of how much revenue we get, so that's increasing our reach in the world, and we intend to continue growing that. Okay, we're continuing on the path of 2021 and the first quarter of 2022. I believe we reported this at the end of the quarter, but our revenues were up 116% over Q1 of 2021. Our Smart Products were up 78% over 2021. Nearly 90% of the first quarter Smart Product revenues came from outside China. We had a major growth spurt in China. We are now moving to outside of China and growing the market elsewhere, which is very important for us. We've also improved our overhead and efficiency.

We have gone from Q1 of 2022, we have 19% of revenues versus 40% of revenues in Q1 of 2021. As we're growing, we're becoming more efficient in running the business also. Our backlog is nearly $100 million, of which $75 million is scheduled to go this year. We're working on a lot of already contracted work for our growth plans for this year. Our cash is in good position also. We will probably need to look at some growth cash for potential turnkey projects or build-own-operate projects, but that's a whole separate issue than operating cash. So the guidance this year we gave was $144 million, up from $103 million.

$109 million or $76 million was covered by the backlog we had at the end of Q1. In other words, we have to book- to- bill another $40 million for the rest of the year after quarter one. In my background history, I've typically said backlog January 1, bookings till August gives you your year. We're still working on bookings, and we still have plenty of time to fill the rest to get to that $144 million. The full year EBITDA is going to be—w e're giving guidance of $3 million, up from $1 million last year. Our Smart Product revenue is estimated to be $45 million, up from $36.9 million last year.

Okay, as you can see on this slide, this is, these are the Aspiral units, some of which we sold in China. I think the important takeaway from this is look at the size ranges of them. They're from small clusters of homes, maybe, 30 to 40 houses or so, all the way up to major, 50,000 to 60,000 personnel wastewater treatment plants. That is something that I don't know of any company in the business can scale across that from small clusters to major cities with the same product line. That's—i t's unheard of in our business. What it does for us is gives us a much broader market to go after. We can go after small areas of residential needs, and we can go after major cities upgrades if we want.

That's gonna be very important in the North American market when I get to talk about that a bit later. Next one. This is just to show that as we get to the really big plants, we have the SUBRE. Now, the SUBRE is another version of the Aspiral MABR. It is an MABR, but it's a component of an MABR put in an existing wastewater treatment plant. You can see some examples of this in Cambodia. These are three of the first full wastewater plants in Cambodia, and they serve, what? 250 million people, I think. 260,000 people.

This is very good for us because when we get to the North American market, I'll explain to you, there's 18,000 sewage plants in place in North America, of which probably half, 8,000 or 9,000 are these large ones, and the other half are the small ones we talked about. All of them requiring upgrades to the new standards of nitrogen removal down the road. You've heard the term decentralized wastewater treatment. It's always been in discussions, but it's hardly ever been done because it was too easy for people to hook up to some city sewer somewhere. Decentralized means basically bring the wastewater plant to the water and not bring the water to the wastewater plant.

In order to bring the water from suburban areas or country areas or small villages to a big city's sewage plant, you need miles and miles of pipe or kilometers of pipe. Just to give you one example that if you have to take your wastewater over a kilometer in a piping system for anything under 10,000 people equivalent of size, it's cheaper to build a wastewater plant right there instead of build that kilometer of pipe. The idea of decentralized is putting the plants where they're needed, not extending infrastructure. The other thing is there's infrastructure of underground pipes that are over 150 years old and all around the world that need replacement soon.

The last thing you want to do is add more infrastructure that needs to be worked on for the next 100 years. Finally, water reuse is becoming more and more critical. If you're gonna start water reuse, if you treat the wastewater someplace, you still gotta then pump the reuse out wherever you wanna use it. If you have a long sewer line, you gotta put pipes in and pump to reuse water wherever you're gonna put it. If you reuse it on-site in a decentralized place, you not only save the piping, bringing the wastewater to the plant, you don't have to put an extensive piping system to get the reused water back where you want it. Classic example. We'll go through a couple of examples of that in a bit.

As Richard said, we have a major impact with ESG. We're a green company. I mean, everybody says cleaning water is green, but we add to that with the carbon dioxide. Because our systems are significantly more energy efficient than most standard wastewater plants. We significantly reduce the energy needed. Of course, if you reduce the energy needed, you're reducing carbon output into the air. But also, one of the major methods of treating wastewater is putting oxygen into the liquid. The oxygen goes into the bacteria, and it treats the wastewater, without getting technical. The only way to do that is to pressurize the air, pump it down below the water bottom of the water, and blow it up.

Now, air only contains 20% oxygen, but you have to pressurize a whole cubic foot of the air or cubic meter of the air to get it, to get it in there, but only 20% of that thing you compressed has got oxygen in it. The devices that deliver this air typically are only capable of dispersing 20% of that oxygen into the wastewater. It has to do with the finer the bubble, to break the bubble, to get the oxygen to go into the water. So 96% of all that power you put down there is wasted because you have 20% of the oxygen and 20% of that's 4%. You're pumping 96% of it for nothing, and 4% is doing the work. The MABR systems direct the oxygen right into the bacteria.

It doesn't go into the water and then get into the bacteria. It goes right to the bacteria. You're efficiently putting air into the tank and using it, you know, using all the air for what it's needed. Sure, you only get 20% of the air gets the oxygen, but you're not losing the other chunk of percentage from transfer. That's important also because it's a little-known, little-discussed topic, but wastewater plants around the world are one of the biggest contributors to CO2 emissions there are. Every plant is putting off CO2, because that's what it's required to treat. You put the oxygen in, it treats the waste, and CO2 comes off. Because we're more efficient, we're reducing that significantly, and I think, what is it? I can't see.

The current installed base is how many tons?

Richard Irving
Chairman, Fluence Corporation

23,000.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

Yeah. 23,000 tons a year of CO2 is reduced with the plants we have installed just because of our efficiency. One other thing we do to remove nitrogen, most processes end up spewing the nitrous oxide. When they break the nitrogen off into the water, they spew nitrous oxide gas into the air. Nitrous oxide gas is supposedly 300 times more impactful than CO2 is to the global climate problems. The plants that save us 23,000 tons of CO2 a year, it's an equivalent, the nitrogen will be the equivalent of another 96,000 tons a year. We're strong with the ESG part, and we're just covering all the bases with this system. Next. Okay, how are we gonna grow?

What you're looking at here is a map of the wastewater plants we have installed around the world as Fluence from day one. The purple ones, for example, are our MABR products. They're the more proprietary. The red are other plants we make. We still make standard wastewater plants that just aren't as good as MABR, but some people. For example, we sold four plants to FEMA in the U.S. for hurricane relief efforts. They were just standard sewage plants. They weren't high tech. They were just standard. We still sell those. The purple are the Smart Products. Look at the concentration of Smart Products in Asia. As you can see, look at the concentration in North America. The North Am—

Well, the North American market is wide open for us, and we have references. One of the references, I'll give you a little story. I didn't know this until last week. One of the plants we sold, and I'll get into this a little more with the recurring revenue, but there is a company in Texas who sells water and wastewater treatment services to people or entities on an emergency basis. In other words, if, say, there's, you know, something goes wrong, they bring a water plant in on the back of a semi-truck or a wastewater plant. They went from emergency also providing services to people that just don't wanna build something, and they maybe temporary construction sites.

Man camps for oil fields, things like that but t here was this company that wanted to build a major facility in Texas, in southern Texas. This company was gonna launch rockets. They were called SpaceX. Elon Musk built their spaceport in Texas in a wasteland area, nothing around it. He called it Starbase Texas. The only wastewater plant treating their water is an Aspiral from Fluence, followed by an RO system, which makes the water completely recyclable. SpaceX facility in no man's land, Texas, is treating 100% of their water with Fluence, an Aspiral, and reusing every drop of it within the facility. That just an aside. I'll continue on. I got off track a little bit, but okay. All right, what's our strategy? Right now we have a great team in place.

We have one of the best management teams in the world that I can think of. We also have a second level of good teams. We're going to take our highly proven technology. The MABR and the NIROBOX, and go into areas that we feel we can increase our market share, which is North America, which is other parts of Asia and even Australia. We serve a very wide market. We're gonna leverage the references we have all over the world because people now know Fluence, but they don't know the MABR. I gotta tell you, in North America, nobody knew Fluence had a successful MABR. MABR has been a dreamed-about technology that no one made work. I didn't even know it, and I've been in the business my whole life. When I found that out, it's got some great chance.

Finally, we're gonna also leverage the recurring revenue. We're gonna sell systems like the one at SpaceX, where they didn't pay for the plant. They're paying for someone treating their water. That's an annual fee the company that does it gets. Instead of selling a plant for, say, $500,000, we're gonna put a plant there and maybe get $100,000 a year revenues for 10 or 15 years, you know. Recurring revenue is much higher margin, and it's continuing ongoing. We're gonna deliver strong revenue growth with Smart Products, and Well, I could go on forever on this, but, we're gonna get into the Caribbean and get into America and get into other parts of Asia. One more slide.

Okay, American strategy, I just got done saying there's two or three segments there. There's the municipal plants. I told you there's 18,000 of those we're gonna go after. There's also the private market, which I talked to you about, the SpaceX, and there's the Caribbean area for a lot of resorts and real estate developments where they need small plants instead of hooking on to a big plant. We have Rick in place, Rick Cisterna, who has sold this kind of system, in other words, selling water instead of selling hardware. He's been successful, and he's had 30 years in the business, and he is now our top guy doing that. We finally have someone who knows what they're really doing in this marketplace. The recurring revenue, this is important.

I should spend more time on it, but there's three areas of recurring revenue. First is selling the water, as we just got done talking about. You don't sell a piece of hardware, you sell a service. I'll treat your water, or I'll give you so many liters per day of clean water with a desal plant or what have you. That's one method. The other thing is, if we do sell the plant and we put it in place, the customer owns the plant, pays us, and we make a margin on the plant, but say they don't wanna operate it. They wanna hire us to operate it. That's a recurring revenue stream we will do, that is very lucrative. The margins are very high.

For example, we just got—y ou probably read about the contract we got in China to do a number of our plants. I think that's a $1 million-a-year recurring revenue contract. Then the third are parts and services and chemicals. All these sewage plants, if you get operating them, they use chemicals. As, there's a very lucrative market for someone controlling a plant to sell the chemicals to the user and make a nice margin on it or just to sell our own spare parts, you know. Okay, Asia strategy, we're gonna keep doing what we're doing. Unfortunately, COVID has slowed us down in China, but that has given us the ability to put some efforts elsewhere. With one real bright spot in Asia is Taiwan.

Taiwan government has told the manufacturers, the chip manufacturers there, "You are gonna use all reused water for your chip because we have a water shortage and you guys use a lot of water." Well, we've already seen 26 projects develop for complete reuse of the water by these chip manufacturers. The big one is, well, it's not important, but we've already started working on that. Taiwan is a bright spot. Philippines is a bright spot. There are a number of desal opportunities in the Philippines. While our China team has been slowed down with COVID, we have been spreading out the rest of Asia, but hopefully we get back in China 'cause China's still got some more growth to go. Significant. Last one I think is. Is that the last one?

Richard Irving
Chairman, Fluence Corporation

That's pretty much it.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

Yeah. Well, I again just wanna emphasize that the management team and even the next level team are some of the best people in the business, and I have not worked with this experienced team in my entire career as a whole. I'm very pleased to be here, and I'm very excited about the opportunity.

Richard Irving
Chairman, Fluence Corporation

Thank you, Tom. That was great. Much appreciated. Before we begin the formal business for today, we will address any questions that shareholders have on operations of the business in general. Shareholders are now invited to ask general questions in relation to the operations of the business. We will first address questions coming from shareholders who are attending in person today. Does anyone have any questions or comments on the business operations? Yes.

Speaker 5

You mentioned a number of areas of your competitive advantage. Who are your major competitors, and what are they doing compared to Fluence?

Richard Irving
Chairman, Fluence Corporation

Yeah. I think, you know, most wastewater treatment plants in the world today will be using older technology. Some of the approaches that Tom mentioned earlier with conventional activated sludge, MBR, which is a very, very energy-intensive approach. There's a very, very big gap in performance between what we can do and what they can do. In other words, some of those technologies can get to the same quality level, but you're gonna pay an awful lot more money for that, both in terms of the cost of the plant and the cost to operate the plant. Honestly, the main challenge for us is solving the problem that Tom described. Here's a guy who spent his life in the industry, he didn't even know we had 300 plants. We've got a messaging issue here. That's our problem.

I don't think it's really the competitors.

Speaker 5

You're really saying, I mean, you've got such a competitive advantage, is it just that credibility gap that's slowing people moving with you?

Richard Irving
Chairman, Fluence Corporation

I think in the early days, yes, because, you know, if you want a wastewater treatment plant, and I come along saying, "Here's a new piece of technology," you're not gonna say, "Oh, great. I'll put that in, and if it doesn't work, I'll just tell everybody to stop flushing their toilets." It's like, that's not gonna work. So you're gonna be super risk-averse. And consequently, what that means is, you don't only wanna see that we have lots of plants out there, but let's say we're talking somewhere in, you know, in Melbourne that we're looking at a project. Those guys are gonna wanna go and see something in Victoria. They're not gonna wanna go to Cambodia to see a plant. So we need to get those local references in place in order to build that credibility.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

I just wanna add to that when you talk about MABR, first of all, MABR, one of the things that the technicians think of for MABR is nitrogen removal. Not every plant in the world requires nitrogen removal. The ones that do have to go through significant steps to get it done if they don't use the MABR technology. For that type of application, which is gonna be a lot in North America, for example, there are only two competitors that have been in the MABR market. Between them, I don't think they have 15 plants installed, and none of them work that I'm aware of. Which is why when I said I didn't. They're two big companies, SUEZ, which used to be the GE Water business, you know. I've been following MABR tech, you know, and technology, and it just hasn't worked out.

It just hasn't worked out. When I found out, first of all, I didn't know Fluence made them. That tells you a lot. Also, I didn't know, certainly didn't know they had that many installations. What I also didn't know until I started investigating is that the MABR Fluence makes, as a regular sewage treatment, not dealing with the nitrogen, is still extremely competitive and better than the standard. That nobody knows until we get the message out. So yeah, it's not a credibility, it's a messaging. There's a big difference there.

Richard Irving
Chairman, Fluence Corporation

Yes.

Speaker 6

Thank you. Thank you to the team. I have a question about a process I recall before. It was seeking a California certification because for MABR models. I was just wondering, does that represent a moat for Fluence, and what's the status of that process?

Richard Irving
Chairman, Fluence Corporation

Yeah, it's a very good question. In California, we have something called Title 22, which is what allows you to reuse the recycled water for open irrigation. I believe the equivalent thing here is called Class A. We did a year-long trial at Stanford University, where it was operated by them, not by us. They wrote a report basically saying, "This is Title 22 compliant." Now, here's the bad news. That was in February of 2019. That was more than three years ago. We have not done a good job of exploiting that. This is where I think the fact that, you know, again, Tom and some of the other team members with significant experience in the North American market can amplify that message much more strongly.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

I mean, COVID has a lot. I mean, there was nobody communicating with anything for 2020 and 2021. A lot of this growth came after COVID. On Title 22, the state does no longer give that certification, by the way. It's still there and it's used. In other words, people say, "Meet these standards." To get the piece of paper saying you're certified doesn't happen anymore. California stopped doing that. Ours does meet that standard, to answer your question.

Speaker 6

Yes.

Richard Irving
Chairman, Fluence Corporation

Great. Well, thank you. If there's no more questions, from the room, we will now address questions, if any, coming from shareholders who are attending online. Melanie, did we receive any written questions, or does any shareholder wish to ask a general question about the business?

Melanie Leydin
Company Secretary, Fluence Corporation

Yeah. We've got some that have come through our Q&A box. The first one being, "What has been holding Fluence back that you and Doug can bring to build the company's success?

Richard Irving
Chairman, Fluence Corporation

It's a very good question, and I think I'll jump in and answer that because of Tom's modesty here. I think Tom, in particular, and Rick as well, our Chief Strategy Officer, bring the skills to really improve our penetration in the U.S., in the North American market. We've done an excellent job in Asia. In China and Southeast Asia, we're just rolling, and that's gonna basically, I won't say take care of itself, but we're on a very established trajectory. In North America, the world's largest market for our products, this is where we need to really put a lot more effort in. Tom's guidance on exactly what we need to do indicates that we can attack the North American market without blowing our budget.

You don't need to hire an army of people because it's really all about getting other people to do the selling for you. That's really important. The second thing is recurring revenue. Those of you who have patiently have been involved with the company for years know we've been talking about this for a very long time. We've never really scaled that revenue in a meaningful way.

Part of it is because the sale process is dramatically different from selling a plant. Instead of going to, let's say, a facilities or a wastewater person to make that sale, when you're selling water as a service, you're going to the executives and you're saying, "I can save you money on your water bill." It's just like somebody coming to your house and saying, "I can sell you electricity more cheaply," because what they're gonna do is put solar panels on your roof. The business people don't worry about, you know, how are you gonna do this, as long as you guarantee that it'll work. They care about the fact that their bill will go down.

Rick Cisterna, our Chief Strategy Officer, has sold about $100 million of deals on a recurring revenue basis, and Doug Brown has built two billion-dollar companies doing that. You can expect that recurring revenue will become more meaningful for us.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

I'll just add to that too, that the people are very critical to move forward. You don't just hire a salesman. You have to hire an engineer who can sell. The people, there are only so many of those people in certain markets. One of the things I can bring to it, Rick can bring to it, is I know a lot of those people all over the country. I can pick up the phone and call them. We are doing that as we speak. After a time, this market is kinda close-knit, and if they know you're in the business doing something, and you've been successful and honest in the past, they'll trust you more. I think our team can now bring that to the wastewater.

I mean, I've gotten calls from at least three CEOs of water companies in the U.S. since I took this job and saying, "What do you mean Fluence has got an MABR? Are you gonna start selling that? Damn, I wish I had that." You know, it's just reputation too.

Richard Irving
Chairman, Fluence Corporation

Great.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

That you can't make up. It's there, so.

Richard Irving
Chairman, Fluence Corporation

Yeah.

Melanie Leydin
Company Secretary, Fluence Corporation

Thanks, Tom. There's just another question. In the CEO presentation, we have sold or installed a unit of NIROBOX in Australia. Is that a pilot or operating plant? Did we sell direct or through a partner? If it's through a partner, who was that partner?

Richard Irving
Chairman, Fluence Corporation

Good and complicated question. I can only give you a partial answer. Yes, we do have a plant in Oakey. I have no idea where that is, but I've been told it's in Australia. So if anybody knows, please put your hand up. That was actually sold back in 2008, so long before Fluence existed, so it's one of the ancestor companies that are in our group. But really I guess I actually don't know any details of the sale as to how that was achieved. It's actually treating brackish water though in an inland location, which is a common problem. But this is really an indication that even where we have old installations, and maybe not even using the kind of technology we have nowadays.

It's still a place where we can say, "Well, this, yo u know, Fluence did that stuff. We showed we could install a system, and it can work reliably. Now, here's our new stuff." We need to leverage all of those references, not just the ones with the latest products.

Melanie Leydin
Company Secretary, Fluence Corporation

Thanks, Richard. One more question. Could Tom explain more why our range of products from small household to cities is so important in the American market?

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

Okay. Well, quite simply, there are communities that are required to build sewage plants for 300, 400 and 500 residents in the community, and they're a separate municipality with a separate charter, and they have to build a sewage plant. You're building. Quite honestly, that's probably 1/3 of all the sewage plants in America. People think of America as big cities. There's just small towns all over, 3,000 people, 5,000, 10,000 people. That's where most of the wastewater plants are. Generally, there has been differing technologies for the smaller plants, the medium plants and the big plants. To some extent there still is. But our same technology can cover the whole thing. For example, the company I used to have, I didn't sell plants to 100,000 people or more area.

I just didn't have the cost-effective capability to sell equipment for those kind of big plants. Anything below that I could. In previous companies there are certain things you can't sell to any place other than New York, Atlanta, Washington, D.C., you know, the monster plants. The beauty of having it to go from hundreds of people to a million people is does not limit your marketplace.

Melanie Leydin
Company Secretary, Fluence Corporation

Thanks.

Speaker 7

That's just an extension. It's very much modular and bolt-on.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

Absolutely.

Speaker 7

You can just keep growing with the communities.

Tom Pokorsky
CEO and Managing Director, Fluence Corporation

You get up to the biggest one, then you just keep bolting them on. Also if you get up to real big ones, you're just using components inside their existing plant, so.

Melanie Leydin
Company Secretary, Fluence Corporation

Okay. There's no further questions.

Richard Irving
Chairman, Fluence Corporation

Very good. Thank you very much.

Speaker 7

Can I just ask? Sorry, one minor question. The discontinued operations, are they fully now recognized in your accounts or is there more to come on that?

Richard Irving
Chairman, Fluence Corporation

Well, we did sell the Peru project, which is one of the things that we had, you know, indicated was held for sale. We're still working on the sale of the Italy business, which has been excluded from continuing operations and is an asset held for sale. At the moment, we have no immediate plans to make any other changes because as we see it, at least today, we can very much leverage the resources we have as part of the group, but do it in a different way. Do it so that it really lines up behind the products we really wanna focus on.

Great. I'll now move to the formal business of today's meeting. As mentioned earlier, we'll conduct today's online voting poll in two parts. Poll 1 will comprise voting on Resolutions 1 to 10, and poll 2 will comprise voting Resolutions 11 to 20. We'll shortly open poll 1. We'll then conduct poll 2 after Resolution 10 has been put to the meeting, and the Q&A has concluded for Resolution 1 to 10. For shareholders who are attending in person today, please consult with our share registry's representative if you have any questions in relation to completing your votes. I now declare that the online voting poll 1 open for Resolutions 1 to 10, and shareholders and their representatives who are attending online may now cast their votes on Resolutions 1 to 10. I now refer you to the first item of business as set out in the meeting.

If you have a question on this item of business, please follow the questions process which was previously outlined. We will address your questions after the last Resolution. The first item of business pertains to the receipt and consideration of the company's financial report of the company, together with the director's report and the auditor's report. For the year ended December 31st, 2021, these items are contained in the annual report, so I will ask that they be taken as read. The annual report is available on the ASX announcement platform or on the company's website. The Corporations Act requires the accounts and reports to be laid before our shareholders at the annual general meeting. However, except as set out in Resolution 1, to be considered later, there is no requirement for a vote of members to be taken on them.

No written questions to the auditor under Section 250PA of the Corporations Act were received by the cutoff date, five days before this meeting. Questions may be directed through myself to the auditor in relation to the conduct of the audit, the audit report, the company's accounting policies or the independence of the auditor. As this matter does not require a vote, we will now move on to the first resolution. If you have a question on any item of business, please follow the question submission process that was previously outlined by Melanie, our Company Secretary. We'll address all questions on Resolution 1 to 10 after Resolution 10 has been put to the meeting. Questions on Resolution 11 to 13 will be addressed. Now, the report set out in the Directors' Report of the Company's 2021 Annual Report.

The remuneration report sets out the company's remuneration arrangements for the directors and key management personnel of the company. The vote on this resolution is advisory only, as it does not bind the directors or the company. In respect to this item of business, the following proxies, as indicated, on the screen or on the online view, have been received as outlined in the presentation. I move that shareholders consider, and if thought fit, pass the ordinary resolution. We now move to Resolution 2, which relates to the election of Ms. Samantha Tough as a Director of the company. The following percentage of proxies have been received for Resolution 2, and full details of the results are outlined in the presentation before you. I move that shareholders consider, and if thought fit, pass the ordinary resolution.

We now move to Resolution 3, which relates to the re-election of Mr. Paul Donnelly as a Director of the company. The following percentages of proxies have been received for Resolution 3, as you see in front of you. I move that the shareholders consider, and if thought fit, pass the ordinary resolution. As the next two items of business relate to myself, I will hand the Chair to Paul Donnelly to conduct the next two items.

Paul Donnelly
Lead Independent Director and Non-Executive Director, Fluence Corporation

Thank you, Richard. We now move to resolution four, which relates to the re-election of Mr. Richard Irving as a Director of the company. As set out on the screen, the following percentages of proxies have been received for resolution four, and full details of the results are outlined in the presentation. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Resolution 5 relates to the approval to grant options to Richard and/or his nominee. The following percentages of proxies have been received for resolution five. The full details are outlined in the presentation. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Thank you. I'll now hand back the chair to Richard.

Richard Irving
Chairman, Fluence Corporation

Thank you, Paul. I now move to Resolution 6, which relates to approval to grant options to Ross Haghighat and/or his nominee. The following percentage of proxies have been received for Resolution 6, as detailed before you. I move that shareholders consider, and if thought fit, pass the ordinary resolution. I now move to Resolution 7, which relates to the approval to grant options to Paul Donnelly and/or his nominee. The following proxies have been received for resolution 7 and are outlined as you see before you. I move that shareholders consider, and if thought fit, pass the ordinary resolution. I now move to Resolution 8, which relates to approval to grant options to Paul Donnelly and/or his nominee. The following proxies have been received for Resolution 8. I move that shareholders consider, and if thought fit, pass the ordinary resolution. Do we have the Resolution 8 numbers there?

Okay, thank you. I move that shareholders consider, and if thought fit, pass the ordinary resolution. I now move to Resolution 9, which relates to approval to grant options to Samantha Tough and/or her nominee. The following proxies, if you can go to the next slide, have been received for Resolution 9 and are outlined as presented before you. I move that shareholders consider, and if thought fit, pass the ordinary resolution. I now move to Resolution 10, which relates to approval to grant options to Tom Pokorsky and/or his nominee. The following proxies have been received for Resolution 10 and are outlined before you on the screen. I move that shareholders consider, and if thought fit, pass the ordinary resolution. We'll now go to shareholder questions for Resolutions 1 to 10. We'll first address questions from shareholders who are attending in person today.

Does anyone have any questions on Resolutions 1 to 10? We remind guests who are not the company shareholders that they're not able to ask questions or make comments on today's meeting. Thank you. We will now address questions, if any, coming from shareholders who are attending online. Melanie, did we receive any questions, or does any shareholder wish to ask a question about Resolutions 1 to 10?

Melanie Leydin
Company Secretary, Fluence Corporation

No, we haven't. Nothing come through on the Q&A box or through the audio facility.

Richard Irving
Chairman, Fluence Corporation

Very good. Thank you. This concludes the Q&A session for Resolutions 1 to 10. We will now provide shareholders with some additional time for the online poll voting to be completed in relation to Resolutions 1 to 10.

Melanie Leydin
Company Secretary, Fluence Corporation

We'll just allow another 30- seconds, and then we'll close the poll.

Richard Irving
Chairman, Fluence Corporation

The poll 1 voting for Resolutions 1 to 10 is now closed. We now move on to Resolutions 11 to 13. We will now open the online poll 2 for Resolutions 11 to 13. Shareholders and their representatives who are attending online may now cast their votes on Resolution 11 to 13. I now move to Resolution 11. If we can go to that slide. Thank you. Which relates to approval of termination benefits. The following proxies have been received for Resolution 11 and are outlined on the screen before you. I move that shareholders consider, and if thought fit, pass the ordinary resolution. I now move to Resolution 12, which relates to approval of the 10% placement. Proxies have been received for Resolution 12 and are outlined in the presentation. I move that shareholders consider, and if thought fit, pass the special resolution.

This resolution is a special resolution. It requires 75% of votes to be cast in favor in order to be deemed as passed. I now move to Resolution 13, which relates to approval of amendments to the company's constitution. The following proxies have been received for Resolution 13 and are outlined on the screen before you. I move that shareholders consider, and if thought fit, pass the special resolution. This resolution is a special resolution. It requires 75% of votes cast to be in favor in order to be deemed as passed. We'll now go to shareholder questions for Resolutions 11 to 13. We'll first address questions coming from shareholders who are attending in person today. Does anyone have any questions on Resolutions 11 to 13? No questions from the room. We will now address questions, if any, coming from shareholders who are attending online.

Melanie, did we receive any questions?

Melanie Leydin
Company Secretary, Fluence Corporation

No, nothing online.

Richard Irving
Chairman, Fluence Corporation

Very good. Thank you. This concludes the Q&A question for Resolutions 11 to 13. We'll now provide shareholders with some additional time for the online poll voting to be completed in relation to Resolutions 11 to 13.

Melanie Leydin
Company Secretary, Fluence Corporation

Thank you. For anyone here in the room to complete their poll voting. It's all being done in here.

Richard Irving
Chairman, Fluence Corporation

The poll for voting for Resolutions 11 to 13 is now closed. Ladies and gentlemen, since the poll is now closed and there's no other business that can be brought forward at this meeting, I declare the meeting closed. After the votes have been counted, the results of the poll will be released to the ASX later today. Thank you for your attendance, and we look forward to your continued support.

Melanie Leydin
Company Secretary, Fluence Corporation

Thank you all. For those online, I will now close the webinar.

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