Good afternoon, ladies and gentlemen, and welcome to the 2025 annual general meeting of Fleetwood Limited. My name is John Klepec, and I am the Chair of the company. Did I get the right slide? I noticed something. I'll pause if you're okay. Okay, as with previous years, we're holding today's AGM in a hybrid format, and I thank you for all your attendance here in the room and also online. The company would like to begin by acknowledging the Gadigal people, the traditional custodians of the land in which we meet today, and pay their respects to the elders past and present. We have a quorum. I declare the meeting open. Joining me today, first of all, Sam, our General Counsel and Company Secretary. Bruce Nicholson, as you all know, our MD , and then Jeff Dowling, who is a Non-Executive Director and Chair of the Audit Committee.
Martin Monro, who chairs our Risk Committee. Mark Southey, who chairs our Remuneration and Nominations Committee. Down the end there, Adrienne Parker, who is Chair of our Sustainability Committee. We're pleased to be welcoming you here today. This year, Jeff will be the director that is standing for re-election, and he does so with the unanimous support of the board. Moving now to my address. FY 2025 was a year of solid performance. They enabled a total dividend of AUD 0.25 a share, which is clearly an excellent return on the investment for the company's shareholders. All of our three business units operate in cyclical markets, and two of the three produced very strong results that reflected our management team's operational execution and also the underlying favorable market conditions.
The standout was our Community Solutions business, which delivered a material uplift in earnings in FY 2025, which benefited from the increased activity in the Karratha region and strong demand for rooms at our Searipple Village. In fact, we raised a full house sign in the final months of the financial year. This momentum is expected to continue, supported by the activity across oil, gas, fertilizer, and energy sectors, as well as sustained core demand from our number one customer at Searipple, which is Rio Tinto from their vast iron ore operations in the region. Turning now to Building Solutions, this year our business division also delivered an uplift in earnings in FY 2025. Performance here was underpinned by diversified revenue streams and ongoing operational improvements.
We've seen strong demand from the education sector, affordable and lifestyle housing sector, and increased traction from our commercial and mining customers, particularly over in the West. Modular construction continues to gain recognition by both government and industry as a scalable, efficient solution to Australia's housing shortage. Fleetwood is well placed to be part of the solution. As I said last year, our ability to deliver over 1,000 modular homes right now annually into the New South Wales and Victoria market remains the same and positions us as a key player in tackling this urgent national challenge. Manufacturing modular homes is not a constraint to Australia's housing shortage. The federal and state governments have allocated substantial amounts in budgets to solve the housing crisis, however, despite the right intentions, progress is well behind where it should be.
This issue has been widely discussed and requires a change in focus from a government-driven process to an outcomes focus. This is a challenge that only those at the very top of the organization, being the government, with a strong top-down approach, can ever hope to achieve. Simply doing the same will not deliver a different result wanted by all involved. Our Build, Transform, and Grow strategy remains central to our approach. We're focused on the industrialization of scalable, low-risk solutions that drive efficiency without heavy capital requirements. Exactly what's needed in today's Australian modular construction market. We are not there yet, and there is much to be done, but the opportunity ahead is significant. Now to the third business unit, RV Solutions, a business that continues to face the headwinds of subdued consumer sentiment and the cost of manufacturing relative to China in particular.
I raise this as a point because this is not due to the commonly held beliefs of discounting products entering the Australian market or lower labor rates. Rather, it's a super competitive landscape where every participant in the government and private is focused on producing the highest quality product at the lowest cost. When that comes one-on-one against Australia, they're not even in the ballpark. This is why the growth in importation of RV products is unlikely to slow now and into the future. The recent tariff changes exacerbate the issue for Australian manufacturers. We as a company remain focused on what we can control in margin management, reducing costs, and improving the return on funds employed to an acceptable level for you, our shareholders. The medium-term outlook is more encouraging, supported by Australia's large and active caravan fleet, which does continue to grow, albeit with the imported products.
Bruce will give you a more specific, detailed update on the steps we're taking to restructure this business over the forthcoming financial year and return it to profitability and acceptable levels of return. Across the group, we've delivered improvements in our operational safety and financial performance. These achievements are the great results of the hard work and dedication of more than 650 employees across the three business units. On behalf of the Board, I want to sincerely thank all of them for their ongoing commitment to the company. To our shareholders here and online, thank you for your continued support and confidence in the direction we're taking. The Board remains fully aware of the company's history, including the past volatility of earnings and acquisitions that did not create value for the company. We are determined not to repeat those mistakes. They are front of mind.
We continue to uphold our dividend policy, distributing 100% of net profit after tax. We have entered FY 2026 with a solid foundation, a clear strategy, and a shared commitment to delivering sustainable earnings, growth, and long-term value for all our stakeholders. I now hand over to our Managing Director and CEO, Bruce Nicholson, who will take you through Fleetwood's FY 2025 operational performance and give you more detail about the outlook for each of the individual business units in the current financial year, FY 2026. Over to you, Bruce.
Thanks, John. Like John, it's a pleasure for me to welcome you to the 2025 Fleetwood annual general meeting and to share with you our performance over the past year and our outlook for the future. On slide six, our purpose, vision, and values. Our vision is clear to be the leader in reimagining sustainable spaces. We're making meaningful progress towards this goal, whether it be by pursuing opportunities in key worker and social housing markets through our Building Solutions business, enhancing the customer experience of our flagship Searipple Village accommodation, or continuing to introduce innovative products across our RV Solutions business. At every level of our organization, our people are guided by our vision and values as we work together to achieve our purpose.
Our ambition is anchored by five core values: zero harm to our people and the environment, collaboration, we are better when we work together, integrity, we say what we do and we do what we say, accountability, we hold ourselves and others accountable, and innovation, we grow through innovation. These values shape how we operate every day by guiding our decision-making. They've been central in creating a positive, inclusive culture at Fleetwood and aligning directly with our overarching purpose to create innovative spaces where people can thrive. With this vision, these values, and our purpose, Fleetwood is a strong foundation for enduring success over multiple horizons.
We operate, as John said, through three distinct business segments: Community Solutions, where we manage accommodation villages, including Searipple Village in Karratha, the largest transient worker accommodation facility in the Pilbara, Osprey Village in Port Hedland, which provides key worker housing, our Building Solutions business, Australia's largest modular manufacturer with seven factories nationwide, delivering projects across education, mining, defense, custodial, and more, and our RV Solutions business, one of Australia's leading suppliers of RV parts, accessories, and aftermarket services. Each of these segments contributes to Fleetwood's ongoing growth story. We've invested in enhancing our capabilities and maintaining our strategic focus on building a quality pipeline of work that will drive our future success. Our performance this year reflects the hard work of our people and the disciplined execution of our strategy. We're confident in our trajectory and excited by the opportunities ahead.
FY 2025 was a transformational year with momentum building across all divisions. Key results included an underlying EBIT of AUD 37.7 million, up AUD 29.5 million on the prior year, net profit after tax of AUD 14.6 million, up AUD 10.8 million on the prior year, free cash flow of AUD 27 million, up AUD 29.7 million on the prior year. We paid out a dividend of AUD 0.25 per share, fully franked, and adjusted 100% payout of net profit after tax. These results highlight the progress we are making against their Build, Transform, and Grow strategy and provide a strong foundation for the years ahead. Underscoring all of these achievements is the work of our people. I'd like to take a moment to recognize and thank our hard-working teams right across Australia and in all of our business areas. Thank you for your ongoing hard work and commitment, and it is greatly appreciated.
We have invested in frontline sales capability, strengthening our project pipeline, and enhanced leadership training to develop the next generation of Fleetwood leaders. Safety remains a critical priority. Our total recordable injury frequency rate reduced from 14% during the year to 10.7% in FY 2024 and 9.2% in FY 2025, reflecting our ongoing commitment to zero harm culture. Looking at our performance in Community Solutions, we delivered an outstanding performance with an EBIT of AUD 39.2 million, up AUD 27.7 million on the prior year. The result was underpinned by 84% occupancy at our Searipple Village in Karratha compared to 34% the prior year. We also invested in significant upgrades to facilities, infrastructure, and services to enhance guest experience and to ensure the village remains the accommodation of choice for a dynamic workforce in the Pilbara.
At our Osprey Village in Port Hedland, the demand remains strong with a full occupancy and a growing waitlist, reinforcing the critical need for affordable and social housing in the region. The outlook for Community Solutions is encouraging, particularly at Searipple Village in Karratha, which is set to benefit from a range of projects in oil and gas, fertilizer, and the green energy sectors. The contracted FY 2026 occupancy for Searipple is currently at 86%. That's up from 84% at the full-year results. I'll just repeat that. The contracted FY 2026 occupancy for Searipple Village is currently at 86%, up from 84% announced back in August, with a number of opportunities to optimize revenue, benefiting from growing demand in the Pilbara region both this year and beyond.
Our focus remains on unlocking the full potential of Searipple by securing a stable base of occupancy, strategically integrating new demand, ensuring the asset continues to deliver strong value through every phase of the economic cycle. At Osprey Village, demand for affordable housing remains robust, and we are committed to supporting this critical need. Whilst we continue to explore build, operate, build, own, operate, or transfer, and build to rent models to provide stable long-term revenue streams, we will do so through a very disciplined approach to capital management. To that end, there is nothing in our immediate pipeline that we will bring forward to discuss. FY 2025 was a transformative year for Building Solutions.
Revenue grew by 15.1%, achieved as a result of pronounced focus on segment diversification, combined with a 9% increase in recordable revenue, up from 74% in FY 2024 to 83% in FY 2025 from our existing customers, a clear reflection of the trust our clients place in Fleetwood. EBIT grew to AUD 11 million, supported by record results in our Queensland and significant growth in our Victorian and Western Australian businesses. The division delivered strong year-on-year profitability, exceeding our short-term target of a 15% return on capital employed, a full year ahead of when it was scheduled. Operationally, commercially, and strategically, we've substantially reset the business and are now focused on unlocking further potential in modular manufacturing. A disciplined focus on construction excellence and quality project delivery have been central to these results, and again, well done to the talented team in Building Solutions.
Our strategy for Building Solutions is to accelerate the transformation from builder to manufacturer, as John mentioned. The acceptance of modular construction as a high-quality, cost-effective solution continues to grow. We're well positioned to continue capitalizing on this growth with panel agreements in education, housing, and commercial segments across three states. In the last financial year, FY 2025, we renewed our 10-year standing offer with the Queensland Department of Education and joined the Western Australian Department of Finance education panel. Important long-term opportunities to provide visibility and repeatable revenue for Fleetwood. The outlook for Building Solutions is positive with a current order book as of today at AUD 155 million and approximately AUD 200 million of tenders and submissions pending award.
In addition to the order book, Building Solutions derives more than 65% of its revenue from its long-term panel agreements across education, housing, and commercial, positioning it to generate single-digit growth in FY 2026. The continued focus on Build, Transform, and Grow strategy will support growth in earnings momentum, to be enhanced further by a diversified revenue portfolio and a more simplified business model focused on improved utilization and productivity in our factories. We've started the first half with a lower revenue base in New South Wales, and for the full half, we expect revenue to be lower than the first half last year. Despite the slow start, we've been pleased with the wins we've secured in the first quarter, excluding New South Wales with more than AUD 100 million in orders confirmed in the first quarter, supported by a solid pipeline of tenders pending award.
Due to the New South Wales revenue shortfall, we expect the second half to outperform the first half in revenue and in EBIT. As part of our continued focus on disciplined capital management, we've set a new return on capital target of 20% to be achieved over the next two years. This reflects our commitment to deploying capital effectively and efficiently, prioritizing opportunities that deliver strong returns, ensuring that every investment contributes meaningfully to shareholder value. Reaching this target will require ongoing operational discipline, careful allocation of resources, and a continued focus on profitable growth. With the strength of our balance sheet, the quality of business, and the dedication of our people, we're confident in our ability to deliver on our ambition. Moving to RV Solutions, this business continues to operate in what remains a challenging environment with consumer discretionary spending impacted by the ongoing cost of living pressures.
The OEM market declined by 18% during the year. We've managed to partially offset this through aftermarket growth, introducing new products and targeted price increases. During the year, we also undertook a strategic review, which resulted in a AUD 9.1 million goodwill impairment and a further AUD 1.9 million in restructuring costs. These actions were about repositioning the business with a lower cost base and improved resilience. Despite these challenges, demand for Australia's large base of nearly 1 million registered RVs provides a strong aftermarket opportunity, and we are confident in the segment's longer-term prospects. Following the strategic review and amid ongoing challenges, RV Solutions is executing a plan to return to profitability in FY 2026 through the closure of local manufacturing in Dandenong, site consolidation in Victoria, and product rationalization.
The domestic RV market was faced with a significant and sustained headwind, with volumes falling 21% in 2023, 24% in 2024, and a further 18% expected this year. This prolonged contraction has placed unsustainable pressure on RV manufacturing operations. After reviewing all options, we have made the difficult but necessary decision to cease local manufacturing and transition towards greater offshore production. As a result, restructuring costs in the range of AUD 4 million - AUD 5 million will be incurred in the first half of FY 2026. These costs will cover redundancies, make good provisions, and lease and asset impairments. The changes are expected to deliver an annualised improvement in EBIT of around AUD 3 million - AUD 3.5 million, and we expect RV Solutions to return to profitability in the second half of FY 2026.
As a part of this change, we'll be closing the Dandenong factory and ceasing all production of sandwich panel and wall frames at our summiting site. Final assembly of doors and claddings will continue. Importantly, we recognize the impact this will have on our people, and as such, we're supporting affected staff in a variety of ways, including exploring redeployment opportunities wherever possible and other forms of support for their transition, such as retraining and upskilling. While these changes are difficult and they mark an important step in reshaping RV Solutions for a more sustainable future, by repositioning the business, we are ensuring that it remains resilient, competitive, and well placed to take advantage of opportunities as the market conditions improve. Looking forward, we remain focused on driving innovation in the market and on target price actions to protect margins, supported by a local installed base of vehicles.
Together, these initiatives are intended to return RV Solutions to profitability in FY 2026 and ensure the business is well positioned for a more sustainable future. In conclusion, FY 2025 was a transformational year for Fleetwood. We achieved outstanding growth in revenue and earnings, profit, and cash. We delivered record dividends for shareholders. We strengthened our balance sheet and continue to invest in our people, systems, and assets. Looking ahead, we remain confident that the market's growing acceptance of modular construction, combined with a strong contract occupancy in Community Solutions and ongoing aftermarket demand in RV Solutions, will underpin further growth in FY 2026. Our focus remains on high quality, diversified revenue, sustainable margins, and disciplined execution. Above all, we remain committed to delivering on our purpose to create innovative spaces where people can thrive.
On behalf of the Board and the leadership team, I would like to thank you, our shareholders, for your continued support and confidence in Fleetwood's future. Together, we'll continue to build, transform, and grow. On our hand, back to our Chair. Thank you, John.
Thank you, Bruce. Today's AGM is an opportunity to hear from and ask questions of himself as Chairman, Bruce as the Chief Executive of the company, and any of our board members present. We also have in the audience here Fiona Drummond, Managing Partner of Ernst & Young, who will also take any questions you like on the financial reports and the reports as filed. I'll now hand over to Samantha Thomas, who's our General Counsel and Company Secretary. I hope you're doing right and sound, who will take us through the procedural side of this part of the meeting. Over to you, Sam.
Thank you. We welcome shareholders and proxy holders attending in person or online to ask questions. As in the past years, only shareholders, proxy holders, attorneys, and corporate representatives are permitted to vote and ask questions. Please ensure your questions are relevant to the shareholders as a whole. There are two ways to ask questions. If you're attending in person, please raise your hand using the microphone and hold up your phone. We'll be coming around for you. If attending virtually by either writing or verbally asking a question on the online platform, please follow the instructions on the online platform and in the online meetings available on our website for further instructions. Are there any shareholders' questions relating to the Chairman's address or the Managing Director and CEO's presentation?
[Audio distortion] We have some with government and education department, some with housing providers, and a number with [audio distortion]
I don't have the number in front of me, but it would be as much as 50% of that work is government work. I would say that is significantly down.
Yeah. Now we're nearing the bottom of that revenue . We'll build on that if that's okay.
More questions?
No questions online. We'll now move to the more formal part of the proceedings and deal with the resolutions. Voting today will be conducted by way of poll on the items of business. In order to provide you with enough time to vote, and in case you are not able to stay for the meeting, on behalf of our Chair, I will now declare the voting open for resolutions. If you are eligible to vote for this meeting, there are two ways you may cast your vote: in person or via the online platform. If you're present at the AGM in person, you may vote using the green voting card, which you are handed when you enter the auditorium. The green voting card is for all resolutions. To vote, please do so by marking your voting card either for, against, or abstain.
Your voting cards will be collected prior to the end of the meeting. If you do not have a pen or believe you are entitled to vote but do not have a voting card, please raise your hand and be provided with one by the [audio distortion] . If you are casting your vote using the online platform, select the vote icon and the voting options will appear on your screen. To vote, select your voting direction. The check appears to confirm the receipt of your vote. There is no need to hit a submit or enter button as the vote is automatically recorded. To change your vote, select click. Here, to change your vote, select a different option to override your initial vote. You can change your vote until the time our Chair declares the meeting closed.
If you require any technical assistance during the meeting, please refer to the online meeting guide available on our website or contact Computershare. We have worked hard to ensure the webcast runs smoothly. However, should you experience any technical difficulties, a recording of the meeting will be made available on our website shortly after we conclude. I'll now hand back to the Chair.
Okay, we'll move to the resolutions. The first item of business is to receive and consider the annual financial statements of the company and the reports of the directors and auditor for the year ending 30th of June 2025. This item of business does not require a vote. However, the reports are open for questions. As I mentioned earlier, we have the Managing Partner from EY, Fiona Drummond, here to answer any questions about the conduct of the audit, preparation, and context of the auditor's report, the accounting policies adopted in preparing the financial statements, and the auditor's independence. Are there any questions relating to this item of business? None online. Nothing in the room. Okay, we'll now move to the next item of business. The remaining items are resolutions for your consideration and voting.
I intend to vote all open proxies that I hold in favor in favor of all the resolutions. Resolution one, adoption of the remuneration report. That forms part of the company's annual report for the financial year, 30th of June 2025. The remuneration report details the principles used to determine the nature and amount of remuneration, sets out the remuneration details of each director and other senior executives of Fleetwood, and provides a detailed summary of the short and long-term incentives and how performance is measured against them. Voting of the resolution does not bind the company or directors and is advisory only. The proxy votes in relation to resolution one are on the screen. Are there any questions in relation to the resolution from the room or online? Nothing.
There being no questions, I now put to the meeting that the remuneration report for the year ending 30th of June 2025 as set out in the company's 2025 annual report be adopted. Please select your vote by marking or passing one of the options available if you've not already done so. Okay, we move on to resolution two, the reelection of Jeff Dowling as a director of the company and Chair of our Audit Committee. Mr. Jeff Dowling was appointed as a Non-Executive Director on the 1st of July 2017 and was reelected twice on the 20th of November 2019 and the 27th of October 2022. Thereafter, as Chair of the Audit Committee, as mentioned. A copy of Jeff's bio is set out in the notice of the Annual General Meeting, which was previously provided, and is also on the Fleetwood website.
The board, with Jeff abstaining, unanimously recommends this recommendation that shareholders vote in favor of this resolution. The proxy results in relation to resolution two, actually, it's in front of me here, are on the screen. Are there any questions in relation to this resolution of the appointment of Jeff? Online? Nothing. Is anyone online?
Yeah, they are.
They are. Looking forward to something there. I now put to the meeting that Mr. Jeff Dowling, being a director of the company, who retires in accordance with Fleetwood's constitution and being eligible, is reelected as director of Fleetwood. Please select your vote by marking or casting one of the options available if you've not already done so. Okay. Resolution three is to seek approval of the issue of 128,614 performance rights to the Managing Director and CEO of the company, Bruce Nicholson, and the issue of shares following any vesting of the performance rights in accordance with Fleetwood's long-term incentive plan for the FY 2025 financial year. The information that must be provided to shareholders in order to obtain shareholder approval under Listing Rule 10.14 and the terms of the long-term incentive plan are set out in the notice of the annual general meeting.
The proxy results in relation to this resolution three are on the screen. Are there any questions in relation to this resolution? All quiet? Good. I now formally put to the meeting that for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve, as further described in the explanatory notes, the issue of 128,614 performance rights and the issue of shares following vesting of the performance rights in accordance with the long-term incentive plan for the Managing Director and CEO of the company, Mr. Bruce Nicholson. Please select your vote by marking or casting one of the options available if you've not already done so. Okay, we now move to the last resolution. Yes, it is last. I almost said. Resolution four is to seek approval to increase the director fee.
Shareholder approval is sought to allow the company to increase the maximum aggregate sum of fees that can be paid to non-executive directors from the current cap of AUD 600,000 - AUD 1 million, being an increase of AUD 400,000. The information that must be provided to shareholders in order to obtain shareholder approval under Listing Rule 10.17 are set out in the notice of the annual general meeting. The proxy results in relation to this resolution four are now on the screen. Are there any questions in relation to this resolution? No questions. I now put to the meeting that for the purposes of Rule 15.15 of the company's constitution and ASX Listing Rule 10.17 and for all other purposes, shareholders approve increasing the aggregate amount of fees available to directors, except in the remuneration of any executive director, from AUD 600,000 - AUD 1 million, being an increase of AUD 400,000.
Please select your vote by marking or casting one of the options available if you haven't already done so. All done. Ladies and gentlemen, that concludes the discussion on any other than business. I now close the voting system. The final votes and results will be released in ASX later this afternoon. We now welcome any additional questions from the shareholders, if there's any that you've come up with. Yes, there is one. Broken the drought. That's all right. Nothing on mine. Lucky last.
I'm the CEO's address about the transfer of the [audio distortion] overseas. I'd just like some more information about, you know, we're overseas and we already got an overseas. It's obviously a very big [audio distortion] all year. I was just wondering how much how that would be tackled.
Sorry. We have an arrangement in China. We've had for some time with the manufacturer in China of the doors. About 80% - 90% of the doors were being manufactured offshore about in the last 12 months. We've decided to take that fully offshore now, so there'll be 100% of those doors. It's actually not as disruptive as you might think. We had a long-term partner with Fleetwood for about five or six years. Our people go back and forth to try to make sure the quality of it is obviously inspected. What we're actually stopping manufacturing is sandwich panel wall and the aluminium frameworks . In fact, we've sold the fixed assets from what weeks. It's actually not as disruptive as it might be. Obviously, quality issues might be issues we're working on and preserve our positions [audio distortion] .
They were effectively supplying the components, and we were putting it all together. It's not like we're manufacturing the glass or the aluminum here, so it's not as disruptive as you might think.
Okay. Short meeting is g ood meeting.
That concludes our AGM for 2025. Thank you for your attendance today, and look forward to seeing you again next year.