Good morning, ladies and gentlemen. My name is Ms. Fiona Hele, and I'm the Chair of Kelsian Group Limited. Thank you for joining us here today at the Marriott Hotel, a beautiful new hotel, and welcome to those listening online. The company secretary has confirmed a quorum, and I'm delighted to formally open the meeting. I'd like to acknowledge that today we meet in the traditional country of the Kaurna people of the Adelaide Plains, and pay respect to elders, past and present. We recognize and respect their cultural heritage, beliefs, and relationship with the land. We acknowledge that they are of continuing importance to the Kaurna people living today, and we also extend that respect to other Aboriginal language groups and other First Nations.
I'm very pleased to welcome you to this general meeting of Kelsian shareholders, including those shareholders here today who are also former members of the board. In person today in Adelaide are the following directors, in addition to myself, from the far left, we've got Neil Smith, Diane Grady, AO, Lance Hockridge, Caroline Elliott, Jackie McArthur, Terry Dodd, and Clint Feuerherdt, Managing Director and Group CEO. Kelsian's joint company secretaries, Joanne McDonald and Andrew Muir, down the end, are also present today, along with our external auditor, Nigel Stevenson, and his team from Ernst & Young, and Nigel will be available for questions later in the meeting. Prior to the formal business of the meeting, I'm going to give an address, and then I'll hand over to our managing director, Clint Feuerherdt. It's an honor to be standing here today as the chair of Kelsian.
Since I joined the board in September 2016, I have seen the significant growth of the business from marine and tourism services, the expansion into metropolitan bus public transport with the acquisition of Transit Systems Group, and then more recently into motor coaches with the acquisition of All Aboard America Holdings, or AAAH, as we call it. Being part of that journey has provided me with a valuable perspective on all of our business units and the sectors in which we operate. I'm delighted to be working with my fellow directors to represent and serve the interests of you, our shareholders, by overseeing the strategy, execution, policies, and performance of Kelsian to create and deliver long-term value. I'd like to start by outlining several changes to the Kelsian board since last year's AGM. Firstly, following the 2023 AGM, Chris Smerdon retired from the board.
Chris was the longest-serving non-executive director with the company, and his decision to retire reflected his support for board renewal and succession planning, and it's great to see Chris at the front. Thanks for coming along, Chris. This is one of many AGMs you've been to. Jackie McArthur was appointed as an independent non-executive director of Kelsian, effective fifteenth January 2024. Jackie is a highly experienced ASX company director and has over twenty years' experience gained at both executive and board level. In June 2024, Caroline Elliott was appointed as an independent non-executive director. Caroline has broad experience at both executive and board level, and she brings particularly strong finance and audit skills to Kelsian. Jackie and Caroline are up for election today, so you'll hear more from them later.
I was appointed Independent Chair on 1st July 2024, when Jeff Ellison retired as Chair and stepped down from the board. Jeff joined Kelsian over thirty years ago, and I take this opportunity to thank him for all his hard work and dedication. It has always been an absolute honor to work with you, and it's great to see Jeff here as well at the front. During the past year, there has been a significant refresh of the Kelsian board, and I'm confident that we have the appropriate balance of skills and experience going forward. In line with the board's commitment to targeting adherence to ASX Corporate Governance Principles and board renewal, I'm pleased to report that the board is now majority independent, and we also have a 50/50 split of male, female directors. Turning now to financial results for the 12 months to 30 June 2024.
This last financial year represents the first full year of contribution from AAAH, which was acquired in June 2023. It also includes the part-year contribution of new metropolitan bus contracts in Sydney, which began operating in August and October 2023. FY 2024 was a record result and represented a year of significant growth. In 12 months, we delivered over 367 million customer journeys, representing a 31% increase compared to FY 2023. Underpinning this growth was a 15% increase in the number of buses and motor coaches to 5,575, including a 51% increase in the number of zero-emission buses, now totaling 149 battery electric buses and four hydrogen fuel cell vehicles.
Underlying net profit after tax and before amortization, adjusted for one-off costs associated with M&A and abnormal items, increased by 32.3% to AUD 92.6 million. Pleasingly, net operating cash flow increased by 176% to AUD 58 million. The board declared a fully franked final dividend of AUD 0.095 per share, taking the full-year dividend to AUD 0.175 per share. One of the key achievements during the period was the establishment of ring-fenced limited recourse asset financing facilities to house government-backed contract assets, including AUD 40 million for the funding of 49 battery electric buses for Region 6, and approximately AUD 75 million for contracted bus assets operating Regions 2 and 3 in Sydney.
Another highlight occurred in May, when we announced the successful refinancing and upsizing of our corporate debt facilities, with strong support from both existing and new lenders. As a business, we transport people on roads and waters that have a range of hazards and risks that may be unsafe. As a consequence, we always strive to mitigate those risks by managing and educating our people, and constantly improving behaviors, processes, and equipment. Safety remains a priority in absolutely everything we do, and we are committed to ensuring we create a safe and then healthy environment for our employees, contractors, and customers. Overall, the FY twenty-four result was a very good one. Not only was it pleasing financial result, but operationally, the business performed very well. The record result, however, was overshadowed by the events prior to the results announcement, in particular, the capital expenditure anticipated for FY twenty-five.
I want to reiterate that the board approved these investments as highly commercial and strategic initiatives to support continued growth in the medium and longer term. We announced a revised CapEx program, and in conjunction with our unaudited indicative results, two days prior to the release of our audited accounts. With the benefit of hindsight, we could have handled the communication differently, including releasing the full audited results and hosting an investor call with the release of the FY twenty-five CapEx update. As well as feedback on the timing and handling of these announcements, we have received feedback from some shareholders relating to leverage, returns on invested capital, and our communication and engagement with the market. Kelsian is currently undertaking a detailed review of our current capital management and allocation framework to confirm its suitability for the business strategy.
This review includes target leverage, maintenance and growth capital requirements, target returns for deployed capital, and target dividend payout range. The review is evaluating Kelsian's portfolio against the framework and potential opportunities to improve returns and optimize the portfolio. Kelsian has already undertaken a process to identify property assets that it views as less strategic. For example, we're in the process of executing a sale and leaseback on several depot assets in Western Australia. The outcome of the review, including target returns, will be reflected in the future structure of Kelsian's management remuneration structure and incentive framework. We look forward to providing you with a more detailed update on this review at our half-year results in February. Turning now to remuneration. During the past few years, there has been significant improvement to the remuneration framework. We do, however, recognize that there is more to do.
Our approach to remuneration and rewarding KMP continues to ensure remuneration is competitive, and that executives are incentivized to drive long-term, sustainable growth and increase shareholder value. Based on the proxy votes received, we anticipate we may receive our first strike for our remuneration report. This is a disappointing outcome. The board acknowledges the need to better connect critical performance drivers and a remuneration framework, as well as reporting transparency, both of which we will address. Clearly, there is more for the board to do, including, but not limited to, ensuring our remuneration is sufficiently competitive to attract and retain talent for our evolving and growing business, while ensuring it falls within a remuneration structure that aligns executives to grow the business, be more operationally efficient, and deliver long-term shareholder value with sustainable and appropriate returns.
I'm pleased to share with you today that the board has committed to introducing appropriate capital return-based measures into our remuneration framework to apply from FY 26. In conclusion, I can assure shareholders that we have taken all the feedback on board, and as your incoming Chair, I make the following commitments: to take action to address underperforming assets, to act on divesting non-core assets, to ensure leverage is appropriate, and to improve communication, including around capital allocation, to give shareholders better visibility. This detailed review of capital management is our primary focus for the coming months, and I ask shareholders to give us the time to undertake this review thoroughly, in conjunction with our advisors, to ensure we make the right decisions that are in the best interest of the business for the long term.
Before I hand over to Clint, I want to take a moment to outline what I believe to be one of the reasons why the future prospects for Kelsian are strong. As you know, transport is one of the largest identifiable sources of carbon emissions, and therefore a key focus area for any government determined to reach net zero emission status. Kelsian is in an enviable position to support governments in converting their existing diesel fleets to zero emission, while simultaneously encouraging people to leave their cars at home and choose public transport for their commuting. At Kelsian, we have deep industry knowledge and a leadership position to support governments in undertaking this essential modal shift. And as your chair, I'm looking forward to ensuring we capitalize on this opportunity in the coming years.
I'd like to conclude by thanking our Managing Director and Group CEO, Clint Feuerherdt, and his teams across Australia, Singapore, the United Kingdom and the United States. We are incredibly fortunate to have dedicated and committed employees across the organization who adhere to the key values we hold at Kelsian. I would also like to thank my fellow board members for their valuable contribution, and look forward to working alongside them in twenty twenty-five. Most importantly, on behalf of the board, I thank our loyal shareholders, and to our new shareholders, welcome to the Kelsian Group. I'll now hand over to Clint to provide a summary of the FY 24 financial and operating highlights, current trading and outlook.
Thanks, Fiona. Good morning, everybody. Welcome. I notice a number of people in the room have flown in for today, so I appreciate you making the journey. Fiona's presented the headline numbers for FY 2024, representing a record financial result for Kelsian. As the most experienced and far-reaching public bus operator and marine transport operator in Australia, the FY 2024 result further enhances our leadership position. It's a testament to the group's ability to grow organically and profitably in existing markets, to enter new markets using selective M&A, and drive better operational performance from our existing portfolio of businesses. I'll now outline a selection of the operational and strategic highlights from FY 2024. Firstly, I'm proud to report that Transit Systems is now the largest Sydney metropolitan bus operator.
This was achieved after successful mobilization of the three new contract regions in Western Sydney, which added 700 new staff, 380 new buses, and five new bus depots. These new contracts have been added to the portfolio organically, and all of the buses have been financed and housed in limited recourse, ring-fenced, special purpose financing vehicles, providing a very capital efficient outcome for Kelsian. In addition, Transit Systems commenced a new major rail replacement contract in Perth in November 2023 and secured the Bankstown rail replacement contract in Sydney, that kicked off very successfully just a few weeks ago. All of this has been achieved in a tight labor market and despite a very large increase in services.
Pleasingly, the business is fully staffed, thanks to a well-executed recruitment strategy, combined with the launch of the Transit Academy, which is introducing new drivers into the industry by training and transitioning them from a standard car license to a bus license. Turning now to the international bus segment, that has grown to now represent approximately one-third of the group's revenue. The most notable change is the full-year inclusion and contribution of our U.S.A business, All Aboard America. I'll speak to AAAH's performance in a moment. In Singapore, the business battled higher absenteeism and staff shortages early in FY 2024, but exhibited improvement in the second half. The Singapore business concluded the year fully staffed, with reducing levels of absenteeism and performance incentives returning.
SeaLink Marine and Tourism delivered a commendable result when considering the strength of the post-COVID demand in FY 2023, and accounting for three of the busiest months being weather-affected in FY 2024, and of course, the ongoing cost of living pressures on households. The business continues to implement yield management strategies, with fare increases selectively applied to address inflationary cost pressures. The margin compression that was experienced mostly stemmed from the lower demand during, due to weather in the peak months of December, January, and February. International tourist arrivals were up on last year, but the second half saw lower demand from domestic market, likely attributed to those cost of living pressures and greater accessibility of international travel. The expansion of SeaLink's business in the Whitsunday Islands continued with the acquisition of Red Cat Adventures in February 2024.
SeaLink now operates a renewed Hayman Island ferry contract and an additional contract to supply tours and experience to Hayman Island visitors. Turning now to the first full year of AAAH, the fourth largest motor coach operator in the U.S.A, that we acquired in June 2023. AAAH is a leading provider of passenger motor coach services to corporate, government, education, construction, and tourism sector customers in the U.S.A. We're delighted with AAAH's first-year performance, with double-digit revenue growth during the period. The business continues to track ahead of our investment case with excellent returns. The AAAH team have had an impressive track record of contract renewal, with all expiring contracts successfully renewed in the period. We've also seen the addition of new contracts in our key markets that service technology, construction, education, and government sector clients.
Specifically, as regards to the performance of our top ten contracts, which deliver the majority of AAAH's contracted revenues, during FY 2024, four of the top ten contracts were renewed following public RFP processes, and a further five of the top ten contracts benefit from pricing rate increases. During the year, we also secured two contracts with new clients that will be additions, new additions to our top ten contract list moving forward. AAAH's presence and scale delivers cost and operational efficiencies, and provides a great platform to continue to grow in the large and fragmented U.S.A market. We have a strong pipeline of near-term opportunities in their technology, corporate, and construction employee shuttle markets. We also intend to explore opportunities in adjacent markets such as healthcare shuttles, airport shuttles, and on-campus university transport. Both the Australian and international bus divisions are performing well.
I'd like to call out the excellent start to the Bankstown Rail Replacement contract as an example of our operational excellence. We successfully delivered a fleet of 60 new buses and recruited and trained 140 bus drivers on time and on budget. There have been significant achievements during the first quarter in our international bus business, too. I'm pleased to report that the challenges faced by a large industrial client in the USA have been resolved, and, as anticipated, this project is currently ramping up at pace. We extended the Bustang and Pegasus service contracts in Colorado for one year with four- one-year options. In the U.K., we renewed the Jersey bus contract for a 10-year period. While it was disappointing not to renew the Guernsey contract, it was not a material contributor to the earnings from the U.K.
All of the assets servicing the Guernsey contract were owned by government and will be passed on to the new operator. During the first quarter, the marine and tourism performance was somewhat subdued compared to the prior year. Projects within the marine and tourism segment are progressing well, with vessel construction and infrastructure projects tracking very well. Recently, I was fortunate to visit K'gari, formerly known as Fraser Island, and I was very impressed by the Illumina laser light show experience that launched in September. This is a permanent installation by the same artist that was involved in a similar light show installation at Uluru. I'm optimistic that this will drive increased visitation to this unique part of Australia, and if you get the chance, I encourage all of you to get up there and see it when you get a chance. Turning now to capital management.
As Fiona mentioned in her address, we are currently undertaking a detailed review of our capital management and allocation framework to confirm its suitability for the business's strategy. This review includes target leverage, maintenance and growth capital requirements, target returns for deployed capital, and target dividend payout range. The review is evaluating Kelsian's portfolio against the framework and potential opportunities to improve returns and optimize the portfolio. Kelsian will provide a more detailed update on the progress of this review at our half-year results in February. We've already undertaken a process to identify property assets that we believe are less strategic, and we have initiated a process of executing a sale and leaseback of several depot assets in Western Australia. Now, turning to FY 25 outlook.
In the domestic bus business, the focus is now on ensuring that we capture the synergies and efficiencies across the new Sydney Bus contracts. Furthermore, we anticipate continued growth in AAAH and Singapore. While the marine and tourism business remains somewhat subdued, the FY 2025 is a significant year for the business, with the mobilisation of four of the largest vessels in the fleet, two on Kangaroo Island and two in South East Queensland, all expected in the second half. Like many of you in the room, I will very much welcome the long-awaited mobilisation of the vessels and the infrastructure for the new improved Kangaroo Island ferry service contract. The investment made in this project, including the contribution towards the key marine landing infrastructure, secures this important contract for operating exclusive ferry services to KI for up to 25 years.
The new ferries will increase capacity by more than 100% on this route, one that is currently very capacity constrained. With the introduction of yield management strategies and the additional capacity, we expect to recoup this investment over the 25-year contract term. It's worth noting that fares on this route have only seen modest increases since 2013, and it is the increased visitation to the island that has delivered the strong returns from this asset historically. The volume of visitation is expected to gain momentum when the new ferries are launched, making onboarding and exiting much easier as they are all drive on, drive off. There are also expanded camping and caravanning facilities and a top-class golf course currently under development, all of which are expected to attract additional visitors to the island.
The first of our two new car ferries for South East Queensland services has been launched, and we expect to take delivery over the next month or so. Finally, in August 2024, we have sought to outline in greater detail how the planned changes to the asset base translate to depreciation and interest in FY 2025. Further broken down to highlight the core asset components, separate to the government-funded, ring-fenced, limited recourse SPV components. We reaffirm guidance of FY 2025 EBITDA of between AUD 283 million and AUD 295 million, with a skew to the second half, representing some further significant earnings growth over the strong FY 2024 result presented in August.
While the share price fall in the past few months has been disappointing for all shareholders, I want to take this opportunity to outline what I believe are Kelsian's key investment highlights. Firstly, we have approximately 89% of group revenue underpinned by long-term contracts, with highly creditworthy counterparties. Building on this substantial portfolio of contracted revenue, Kelsian has an enviable history of securing, renewing and extending contracts. It's worth noting that during the past 25 years, we've only lost two major domestic contract renewals of more than 40 buses, being Perth and Adelaide. We subsequently regained contracts in both Perth and Adelaide, and we're now the largest operator in both of those markets. As an operator, we continue to top the leaderboards.
For example, if you look at the Transport for New South Wales dashboard showing the region's relative performance for service on time running, cancelled and incomplete trips, customer complaints, driver vacancies, and asset maintenance across Sydney metropolitan area or the outer metropolitan area, Transit Systems has three of our regions ranked in the top five. Importantly for the portfolio, we have no material public bus or marine and tourism contracts up for renewal in the next two years, giving us good visibility of revenues and operating earnings. We enjoy strong preferred positions in many of our businesses, including, for example, our leading operational reputation and the physical assets in our marine and tourism business, where we are the operator to so many of Australia's iconic island destinations. We have taken on board the feedback from investors and we are prioritizing cash generation.
As outlined in August, we anticipate CapEx will decline sharply in FY 2026, following this peak period of peak investment, and we expect to use the free cash flow generated to reduce leverage. Shareholders can take comfort that from FY 2026, the recent years of peak investment and capital deployment are behind us, and we can all look forward to capitalizing on that investment in the coming years. Kelsian's strong market presence and operating expertise means that it has a wide array of organic growth options. Our pipeline of organic growth opportunities extends to Australia, New Zealand, United States, Singapore and the U.K. We will be disciplined in how we evaluate these opportunities, and return on investor capital will be our primary criterion against which we will assess them. Turning now to the mega tailwind, that is decarbonization.
Transport is a key focus for any government focused on reaching net zero emission status. To decarbonize public transport networks, governments need to convert their existing bus fleets to zero emissions, while at the same time encouraging people to shift from cars to public transport by increasing public transport services. The Australian Climate Council recommends 50% of transport budgets should be dedicated to public transport. International analysis has highlighted that a significant mode shift in urban passenger transport, alongside vehicle electrification, is needed if we are to stand any chance of limiting warming to 1.5 degrees centigrade over the long term. Mode shift can only be achieved by an increase in public transport networks, both to entice people out of their cars and onto the public transport, and to cater for the anticipated increase in demand.
This translates into greater private sector partici pation in the delivery of public transport and accelerated growth within the contracts that are already in our portfolio. As the operators of the largest zero-emission bus fleet and the largest electrified bus depot in Australia, governments increasingly rely on us for our deep industry knowledge and leadership in this area. In closing, Kelsian is a diversified global business with predictable revenue streams, underpinned by long-term contracts in defensive sectors. I'll now hand back to Fiona to continue with the formal proceedings.
Thanks, Clint. A notice of meeting was distributed to all members on the 27th of September 2024 , and lodged with the ASX on the same date. As Chair of the meeting, I will take the notice of meeting as read, and now briefly provide an overview of the voting procedures for today's meeting. Today, we'll be voting on all resolutions by conducting a poll of votes. I will go through the voting instructions again once all resolutions have been put to the meeting and members have had a reasonable opportunity to speak. On entry, you will either have had a pink card, being a card entitling you to vote, orange, where you cannot vote, but allows you to ask questions, or a white card for visitors, again, where the holders cannot vote. Only the pink cards are entitled to vote.
The poll for each resolution will be open during each item, and then the poll will be conducted for all resolutions at the end of the meeting. I've been advised by our share registry that all proxies received have been checked, and I declare them valid for the meeting. A summary of proxies and voting outcomes will be lodged with the ASX once finalized. As Chair of the meeting, I will vote all directed proxies in accordance with directions given by shareholders. I am also holding open proxies as chair of the meetings. These will be favored in favor of all resolutions. Any directed proxies not voted at the AGM automatically default to the meeting Chair, and I will vote those as directed. In accordance with the company's constitution, each shareholder entitled to attend and vote at the meeting is entitled to a direct vote on a resolution.
There will be an opportunity for questions in respect of each of the resolutions as they are introduced. We will also outline proxies received for each resolution as they are put to the meeting. Shareholders and proxy holders will also be able to ask general questions relevant to the AGM at the end of the meeting. We ask that you keep your questions short and to the point, and each member should restrict themselves to no more than two questions per shareholder or proxy holder, to enable as many shareholders to participate as possible. We will endeavor to answer as many questions as possible in the time allocated, but reserve the right to rule out questions not relating to the meeting or out of order. There are eight main items of business listed in the notice of meeting and before the meeting today.
No vote is required for meeting one, item one. The vote for the remuneration report is advisory only. However, we will take into account the outcome of the resolution when reviewing our remuneration report and practices. Items three to eight are ordinary resolutions. This means that more than 50% of the votes cast on the resolution must be in favor of it for the resolution to be passed. So moving to the first item of business, the first resolution before the meeting is to receive and consider the financial report, the chair's report, and the auditor's report for the year ended 30th June 2024. The financial statements have been made available through our website and lodged through the ASX. Now is the right time to ask questions about the business or anything contained in the financials, the chair's report, and the managing director and group CEO report.
We also have Nigel Stevenson here from our auditors, Ernst & Young. Nigel is able to answer any questions that relate to the conduct of the audit, the independence of the auditor, Kelsian's accounting policies, and the preparation and content of the auditor's report. If you have any questions on the remuneration report, I ask that you please hold these until item two. So I now invite any questions you may have on the financial statements or the company's operations. Bob.
Thank you, Chairman. Thank you. Chairman, I thank you for meeting with myself and a colleague on the eleventh of this month. We dealt with issues extensively and came away thinking that the item of interest that we most have on behalf of shareholders was capital management, which you have addressed today and in correspondence to me since then, and I thank you for that, and we have no questions, and we will be voting the card all items in favor. I'll be interested in the reasons people give for voting against the remuneration report. We note that it often happens that there's some disenchantment with results, and the vote often has nothing to do with the policies of the remuneration. However, I look forward to finding out about that.
Thank you.
Thanks, Bob, and thanks for your comments. And as always, thank you to the Australian Shareholders Association for your ongoing support. Are there any questions for the auditor? Okay, I'll now move on to resolution two on the next slide. This resolution is to consider, and if thought fit to pass, the following as a non-binding ordinary resolution: That the remuneration report, as set out in the directors' report for the company and its controlled entities for the financial year ended thirtieth June 2024, be adopted. This resolution is for the adoption of the company's remuneration report. We present the Kelsian remuneration report to you and recommend this report is approved. Is there anyone who wishes to speak in relation to this motion? I note that the details of proxies received are outlined on the screen.
The board recommends shareholders vote in favor of this resolution, and the meeting chair intends to vote undirected proxies in favor. I now call for a poll to be held on this resolution, which will be held at the end of the meeting, together with all other resolutions being put to vote. Terry Dodd will act as chair of the meeting for this next item of business, so I'll hand over to him.
Hi. Thank you for that, Chair. Resolution three is to consider, and if thought fit, to pass the following as an ordinary resolution, that Ms. Fiona Hele, who retires in accordance with Clauses 59.1 and 59.4 of the company's constitution, ASX Listing Rule 14.4, be re-elected as a director of the company. Information about Ms. Hele is set out in the notice of the meeting. Fiona is considered by the board to be an independent director. I'll now invite Fiona to say a few words to shareholders regarding her re-election as a Kelsian director.
Thanks, Terry. As I said at the start of the meeting, it is truly an honor to be standing here today seeking your support for my re-election. I've thoroughly enjoyed my time on the board over the last eight years, working with a dedicated and highly skilled board and management team, and I do not underestimate the important role we must play to act in the best interest of our shareholders. As a chartered accountant and an experienced non-executive director across industries including transport, tourism, education, defense, utilities, technology, and infrastructure, I believe I have a diversity of experience which enables me to bring a well-rounded perspective to board discussions. I am a key advocate for sustainability and corporate responsibility, ensuring that environmental, social, and governance factors are integrated into business strategies. During my time on the board, I have visited many of our operations.
I recently returned from a visit to AAAH, where I toured our operations across Colorado, Arizona, Texas, and Louisiana. It was a very busy five days. As a board, we recently visited marine and tourism assets in Townsville, depots in Sydney, Go West Tours in WA. Whenever I travel to visit businesses across the group, I'm constantly reminded of the quality of our operations and the dedicated, experienced teams working for us. As chair, I will continue to take time to understand what is happening on the ground. I take an active approach to governance, meeting team members, customers, shareholders, visiting the boats and buses, understanding safety initiatives, risk management, and much more. This active approach will ensure I best represent you, our shareholders, in making decisions that create value for the company.
If I am re-elected today, I am confident my deep experience as a board director in both private and public organizations, including ASX-listed companies, as well as my significant corporate knowledge gained over the past eight years, positions me well to be Chair. Thank you for your support.
Thanks for that, Fiona. Is anyone who wished to speak in relation to the motion or has questions for Fiona? Okay, I note the details of proxy received are outlined on the slide for this resolution. The board, other than Fiona Hele, who makes no recommendation, recommends shareholders vote in favor of re-electing Fiona Hele as a director and the meeting chair, intending to vote undirected proxies in favor of the resolution. I now call for a poll to be held on this resolution, which will be held at the end of this meeting, together with all other resolutions being put to the vote. I now hand the chair of the meeting back to the company chair, Fiona Hele. Thank you.
Thanks, Terry. I'll now move on to the next item of business concerning the re-election of Mr. Terry Dodd. Resolution four is to consider, and if thought fit, to pass the following as an ordinary resolution, that Mr. Terry Dodd, who retires in accordance with Clauses 59.1 and 59.4 of the company's constitution and ASX Listing Rule 14.4, be re-elected as a director of the company. Information about Mr. Dodd is set out in the notice of meeting. Mr. Dodd is considered by the board to be an independent director. I now ask Terry to say a few words to shareholders.
Thanks, Fiona. Good morning, fellow shareholders, ladies and gentlemen. I joined the Kelsian board in March 2011, and since then, I've witnessed the transformation from a small South Australian company to becoming Australia's largest integrated multi-modal transport provider and tourism operator, with diversified global assets. With more than forty years in the marine and tourism industry, both here and overseas, I've accumulated significant experience managing and growing marine-based companies in both the construction and tourist industries. During my time on the board, I have gained significant corporate knowledge that positions me well to continue to represent you, the shareholders, in decision-making and governance to support the business. I welcome the opportunity to draw on my broad experience to support Kelsian delivering value from its broad range of assets.
I fully support the process of board renewal to ensure there is the right mix of skills and experience to support the business as it evolves. And should I be elected today, I want shareholders to know that I'm open to serving part or all of my next term, depending on the needs of the board. Thank you.
... Is there anyone who wishes to speak in relation to this motion? I note that details of proxies received are outlined on the slide for this resolution. The board, other than Terry Dodd, who makes no recommendation, recommends shareholders vote in favor of electing Terry Dodd as a director, and the meeting chair intends to vote undirected proxies in favor of the resolution. I now call for a poll to be held on this resolution, which will be held at the end of the meeting, together with other resolutions being put to vote. Resolution five is to consider, and if thought fit, to pass the following as an ordinary resolution: To elect as a director of the company, Ms.
Jacqueline McArthur, who, having been appointed to a vacancy of the board since the last annual general meeting of the company, resigns in accordance with Clause 58.2 of the company's constitution and ASX Listing Rule 14.4, and being eligible, offers herself for election. Information about Ms. McArthur is set out in the notice of meeting, and she is considered by the board to be an independent director. I welcome Jackie to the meeting, and now ask her to say a few words of introduction to shareholders.
Thanks, Fiona. Good morning, everyone. I'm Jackie McArthur, and I put myself forward for hopefully your support to be elected to the board of Kelsian today. I currently serve on two other boards. I serve on the Cleanaway board, where I'm also the chair of Sustainability and Safety, and I'm also on the Qube board, where I chair Noms and RemCo. I previously have held non-executive director positions for Inghams, Tassal, InvoCare, and Blackmores, and if I look back beyond my non-executive director career, when I was an executive, I mainly spent most of my career either running large supply chains in transport, logistics, FMCG, agri, but large supply chains, large transport complex systems, mainly either in Australia or Asia Pacific, Middle East, Africa.
And I have quite a bit of experience as well with how those global supply chains link up, particularly as they relate to Europe and the U.S.A, where I did spend a lot of time. So I consider all of that experience, both in my non-executive director career and my executive career, as being highly relevant to the Kelsian board, and its growth ambitions. So Kelsian is a company that takes really talented, you know, deep, experienced people in mass transit, in particular, and marries that with an asset like a ferry or a bus or a terminal or a depot, and out of that marriage, nets some fantastic and really strong operational efficiencies.
and as well as all of that, also gives some great experiences to the commuters and the general public and everyone else that uses the services of Kelsian on a daily basis, and if you've read our reports, you'll know there's a lot of them, a lot of customer experiences, day in, day out, and not only that, it positively impacts the communities in which those people live and in which Kelsian exists. Now, all of that is actually a lot harder to do than it sounds, and in the short time I've been on the board, I've just been so excited and surprised at the depth of talent in all the areas that Kelsian has operational presence, and that really is great, but really, what excites me about this business is...
I think Clint called it a mega tailwind, but it's cyclonic, because there's no doubt in my mind that between governments and companies and organizations that are mandated to find zero emissions solutions for mass transit, you can't just get people that know the tech and know what it takes to introduce the innovation. You've got to find organizations like Kelsian that are built on a really strong heritage of operational excellence, and that's why I'd love to join this board, 'cause I think those two things are really compelling, and I don't think they exist anywhere else, so I hope I have your support to join this board. Thank you.
Thanks, Jackie. Is there anyone who wishes to speak in relation to this motion? I note that details of proxies received are outlined on the slide for this resolution. The board, other than Jackie McArthur, who makes no recommendation, recommends shareholders vote in favor of electing Jackie McArthur as a director, and the meeting chair intends to vote undirected proxies in favor of the resolution. I now call for a poll to be held on this resolution, which will be held at the end of this meeting, together with all other resolutions being put to vote. Resolution six is to consider, and if thought fit, to pass the following as an ordinary resolution: To elect as a director of the company, Ms. Caroline Elliott, who, having been appointed as an addition to the board since the last annual general meeting of the company-...
Resigns in accordance with Clause 58.2 of the company's constitution, and ASX Listing Rule 14.4, and being eligible, offers herself for election. Information about Ms. Elliott is set out in the notice of meeting, and she's considered by the board to be an independent director. I welcome Caroline to the meeting, and now ask her to say a few words of introduction to shareholders.
Thank you, Fiona, and thank you for having me here today, shareholders and fellow shareholders. I was delighted to be appointed to the board of Kelsian in June this year, and have enjoyed getting to know the board and management team while building my understanding of the diverse businesses within the group. Since joining the board, I've had the opportunity to spend time with many of the executives, and I have visited the depots in Melbourne and Sydney, with plans to visit more assets and meet more team members in the coming months. I'm a chartered accountant and an experienced non-executive director and corporate executive, with over twenty-five years' experience in C-suite and board roles across retail, transport, financial technology services, healthcare, wearable technology, and the arts.
In addition to my broad experience in finance, risk management, and governance, through executive roles, I've spent time in M&A, ensuring decisions are made to enhance long-term shareholder value. This valuable experience I now bring to the Kelsian board. At Kelsian, I've taken on the role as chair of a newly formed audit and finance committee, which was split from risk after the formation of a dedicated safety, risk, and sustainability committee, of which I'm also a member. I've chaired a number of finance, audit, and risk committees for ASX-listed and private companies, as well as government and not-for-profit organizations. Together with my background in accounting, this experience has equipped me with a deep understanding of financial governance frameworks and associated financial risk management.
I believe effective oversight of finance and audit is not only essential for compliance with ASX regulation, but also fundamental to building trust with our stakeholders and ensuring long-term sustainability of the company. I'm excited for all the reasons Jackie's pointed out about the opportunities that lie ahead for Kelsian, and I if I'm elected today, I look forward to working with Fiona and my fellow board members to ensure we continue to deliver long-term value for you, the shareholders. I look forward to your support. Thank you.
Thanks, Caroline. Is there anyone who wishes to speak in relation to this motion? I note that details of proxies received are outlined on the slide for this resolution. The board, other than Caroline Elliott, who makes no recommendation, recommends shareholders vote in favor of electing Caroline Elliott as a director, and the meeting chair intends to vote undirected proxies in favor of the resolution. I now call for a poll to be held on this resolution, which will be held at the end of this meeting, together with all other resolutions being put to vote. So move on to the next item. Resolution seven is an ordinary resolution for the approval of grant of FY 25 performance rights to the Managing Director and Group Chief Executive Officer as follows: To consider, and if thought fit to pass, the following as an ordinary resolution.
That for the purposes of ASX Listing Rule 10.14, and for all the other purposes, the grant to Mr. Clinton Feuerherdt, the Managing Director and Group CEO, of 259,088 FY 25 performance rights under the Kelsian Group Rights Plan on the terms set out in the notes accompanying the notice of meeting be approved. Performance rights, being rights to acquire fully paid ordinary shares of the company, subject to meeting certain performance and service conditions, are proposed to be granted to Mr. Clinton Feuerherdt. Performance rights are proposed because they create alignment between the Managing Director and Group CEO and ordinary shareholders, but do not provide him with the full benefits of share ownership, such as dividend and voting rights, unless and until the rights vest.
Is there anyone who wishes to speak in relation to this motion? I note that you will see details of proxies received on the relevant slide for the resolution. The board, other than Clint Feuerherdt, who makes no recommendation, recommends shareholders vote in favor of this resolution, and the meeting chair intends to vote undirected proxies in favor. I now call for a poll to be held on this resolution, which will be held at the end of the meeting, together with all other resolutions being put to vote.
Moving to Resolution eight, which is an ordinary resolution for the approval of the grant of restricted rights to the managing director and group chief executive officer as follows: To consider, and if thought fit, to pass the following as an ordinary resolution, that for the purposes of ASX Listing Rule 10.14, and for all other purposes, the grant to Mr. Clint Feuerherdt, Managing Director and Group Chief Executive Officer, of 48,005 restricted rights under the Kelsian Group's Rights Plan on the terms set out in the notes accompanying the notice of meeting, be approved.
The short-term performance incentives program is designed to align the strategic objectives of the company and its operating business units with the performance hurdles of executives. STI awards are paid in cash, and for FY 2024 awards, a deferral component applicable to 25% of the STI payments is applied to KMP, including the Managing Director and Group CEO. Is there anyone who wishes to speak in relation to this motion? I note that you'll see details of proxies received on the relevant slide for the resolution. The board, other than Clint Feuerherdt, who makes no recommendation, recommends shareholders vote in favor of this resolution, and the meeting chair intends to vote undirected proxies in favor. I now call for a poll to be held on this resolution, which will be held at the end of the meeting, together with all other resolutions being put to vote.
Now that we've finished the itemized business of the meeting, I will address any general questions that relate to this AGM. Are there any questions from shareholders, proxy holders, related to the business of the meeting that have not already been answered? I also advise that one question related to financial performance was received through the share registry for response at this meeting. The question was to outline, what measures are you putting in place for the FY twenty-five to improve the company's share price? I refer to the earlier addresses by myself and the managing director, which have outlined our responses to these matters. The share registry, Boardroom Limited, have been engaged to conduct a review of the poll papers and procedures before a determination of the results is made.
The results of the poll will be announced and advised via the ASX as soon as results are determined. As I mentioned before, on entry, you would have received a pink card, an orange card, or a white card. The persons entitled to vote in this poll are all shareholders, representatives, and attorneys of members and proxy voters who hold pink voting cards. If you're attending the meeting in more than one of those capacities, for example, as a shareholder and also as a proxy holder, you'll have been issued with multiple voting cards. Detailed on the reverse of your voting card are the resolutions being put to this poll. Relevant instructions are also printed on the reverse of your admission card. Please ensure that you print your name where indicated and sign the voting card.
But if you do have any questions or need assistance, we'll be happy to help you, and there's also Stacey from Boardroom, who is happy to help you today. When you have finished filling in your cards, please place them in the poll boxes provided by Boardroom. Once this polling is completed, I do intend to close the meeting, and once the votes have been counted and reviewed by the external auditor, the results of the poll will be released via the ASX and displayed on the Kelsian Group website. So I'm just gonna give a few minutes for people to finalize their voting. It appears that most people have completed voting. Please raise your hand if you require more time, otherwise you can put it in the box at the end of the meeting.
There being no further business which may be properly brought forward, this now concludes the formalities. As chair of the meeting, I declare the meeting closed, subject to finalization of the polls. Thank you for your interest in Kelsian and your attendance today. Really appreciate it. There are refreshments for afterwards, and we'd love for you to stay behind and have a chat, meet all our fellow board members, including Neil, who has come from the UK for today and for our strategy day tomorrow, and we'll be here to answer any questions. Thanks, everybody.