My name is Ian Williams. I'm the Chair of Lindsay Australia. Welcome to all of those who have joined us in person and online for the 2025 Annual General Meeting of Shareholders of Lindsay Australia Limited. Firstly, in the spirit of reconciliation, Lindsay Australia acknowledges the traditional custodians of the country throughout Australia and their connections to land, sea, and community. We pay respects to their elders, past, present, and extend that to all Aboriginal and Torres Strait Islander peoples here today. The Board has determined to conduct today's meeting both in person and virtually for ease of participation by all shareholders. Today's meeting has been convened in accordance with the Company's Constitution and the Corporations Act. The quorum for this meeting is two shareholders present. As we have a quorum, I declare the meeting open.
On behalf of the Board, acknowledging the ongoing success and growth of the Lindsay business, I'd like to thank all the Lindsay staff for their dedication and commitment to the company. Your efforts are fundamental to the continued success of the Lindsay business. Over the course of the last financial year, Lindsay made two acquisitions that expanded the Lindsay network with SRT Logistics in Tasmania and GJ Freight in Western Australia. CEO Clay McDonald will provide further details on these developments, among other subjects in his business update shortly. We're joined today by the Board of Directors, Stephen Cantwell, if you could maybe indicate who you are, Robert Green, and two new directors, Rodney Boys and Robert Miller, to which we extend a warm welcome. Rodney Boys joins the Board as an experienced senior executive and company director, bringing with him more than 30 years of industry-relevant experience.
Robert Miller joins the Board following Lindsay's acquisition of SRT Logistics, having built SRT Logistics from the ground up to be the market-leading business in Tasmania. He joins the Board with decades of operating experience, and we welcome you, Robert. Also present today, Clay McDonald, CEO. You should know Clay, Broderick Jones, General Counsel and Company Secretary, Justin Green, Chief Financial Officer and Company Secretary. A lot of company secretaries here. Other members of the Lindsay management team, many of whom are also shareholders. We welcome you as well. We also have present Jason Evans, representing the company's auditors, Pitcher Partners, and Jason's available for any questions. I think good. We've got slide four, how to ask a question. For shareholders, appointed proxies, and corporate representatives attending the meeting in person, at the conclusion of each resolution, there will be a short pause to allow for any questions.
Please raise your hand, and we request that anyone wishing to speak, please identify yourself to the meeting. For shareholders, appointed proxies, and corporate representatives attending the meeting virtually, questions may be submitted online. To submit a written question, tap on the Q&A icon and select your topic question. Select the topic your question relates to. Once you've finished typing, press the send to submit your question. Written questions may be submitted—sorry, written questions submitted may be dealt with at the appropriate time during the meeting or may be moderated or amalgamated if we receive similar questions. To ask a question verbally, you will need to pause the online broadcast and follow the instructions below the broadcast window. If you have any questions using the system, please return to the virtual platform and submit a written question. There are no apologies received for today's meeting, and we might move to.
Slide five, voting on resolutions. Pursuant to Rule 16.3 of the Company's Constitution, the resolutions to be considered today will be determined by poll. Votes cast at this meeting will be added to the proxy votes to determine the outcome of the resolutions and the final results submitted to the Australian Securities Exchange. Any person who has already lodged a proxy vote is not permitted to vote again. I can confirm that 351 valid proxies for 103,667,317 shares, which represents 28.44% of the total number of shares on issue, have been received. Slide six, voting on resolutions. If you are eligible to vote on a resolution at this meeting, you may do so at any time via the online platform. Select the vote icon, and the voting options will appear on your screen. Select your vote choice, and a tick will appear to confirm receipt of your vote.
You may amend your vote until voting closes at the conclusion of the final item of business, and I declare the polls closed. I now declare the voting open on all items of business. Before we move to the formal resolutions, I'd like to take this opportunity to introduce Clay McDonald to provide a business update. Thank you, Clay.
Thank you, Ian, and good morning, everyone. I'd like to extend a warm welcome to all shareholders both here today and joining us online. FY 2025 was a year that emphasized the resilience of our business model and the discipline of our strategy execution. Despite a challenging operating environment marked by elevated industry capacity, weather disruptions, and flat consumer demand, Lindsay Australia delivered revenue growth, expanded its national footprint, and continued to execute on its transformation agenda. Group revenues increased by 5.6% to AUD 849.8 million, predominantly supported by organic growth and market share wins across both our transport and rural divisions. Underlying EBITDA of AUD 81.4 million was down 11.7%, in line with guidance reflecting supply chain disruption and margin compression, particularly in the transport business. We invested AUD 50.8 million.
In fleet infrastructure and strategic initiatives to unlock bottlenecks and support efficiency improvements while keeping net leverage within our target range, sorry, of 1.53 times. The Board declared a fully franked final dividend of AUD 0.015 per share, bringing the full-year dividend to AUD 0.038 per share, representing a 54% payout on an underlying basis. In transport, revenue excluding fuel levies rose 5.9% to AUD 500 million. Seasonally impacted horticultural volumes were offset by growth in both the grocery and high-value dairy and protein categories. Whilst margins were impacted by competitive and cost pressures and seasonal volatility, our multi-modal strategy and integrated rural and transport service model continued to differentiate us in the market. In April, we completed the acquisition of GJ Freight, providing access to the expanding Southwest WA freight and horticultural markets.
GJ Freight provides quality freight services and packaging supply in that region, and we're in the process of now building out a Lindsay rural offering. Increased freight flows from Southwest WA and potential growth opportunities will be supported through our new Perth facility, which opens in November. Previously a bottleneck for growth, the new site is a purpose-built 35,000 sq m facility supporting both refrigerated and dry operations. We're particularly excited by the growth potential this expansion, modernization, and consolidation opportunity will unlock going forward. Hunter delivered revenue of AUD 110.2 million, up 26.1%, and underlying EBITDA of AUD 3.6 million, up 9.6%. Growth was supported by the acquisition of two additional rural stores, the introduction of packaging solutions into the Shepparton region, and an additional month's trade.
With the retirement of Michael Moroney, our GM of rural, Chris Curtin will assume responsibility for Hunter's with a focus on operational improvements to enhance customer service and returns. In rural, revenue increased 8.7% to AUD 165.5 million, with underlying profit before tax up 10.7%. Rural achieved their second-best result in their 40-year history, and this growth was driven by market share gains, good cost control, and margin expansion in key products underpinned by our packaging product. Staying with rural for a moment, we're delighted to announce the extension of our packaging distribution agreement with Visy Board for a further five years. Under this agreement, Visy Board will continue to supply packaging products in support of Lindsay Australia's product and service offering to its horticultural customers out to 2031.
Lindsay Australia will also continue to supply logistics and transport services to Visy, which offers significant operational synergies for both companies. The Visy partnership is an important input to the Lindsay unique integrated operating model, and we look forward to the continued success into the future. The Lindsay Australia strategy remains focused on three key pillars. First of all, grow the network. FY 2025 saw us enter three new regions: Southwest WA, the Goulburn Valley region of Victoria, and Tasmania. These expansions are earnings accretive and provide both revenue and cost synergy opportunities. Our strategy remains transport-led, with rural and packaging providing integrated opportunities to maximize customer value and shareholder return. Post year-end, we completed the acquisition of SRT Logistics, providing entry into the attractive and complementary Tasmanian refrigerated transport and transbass sea freight markets. SRT is Tasmania's largest refrigerated carrier with a renowned reputation for safety, service, and reliability.
The acquisition will further diversify the company's operating base by geography, customer, and service type, building earnings resilience and extend and connect revenue opportunities. The deal is highly accretive for shareholders with a 15% EPS uplift on a FY 2025 pro forma basis. Our second strategic pillar is transformation. The transformation program is embedding operational efficiencies, improving asset utilization, and leveraging Lindsay's procurement scale. The program is delivering early wins and remains central to our margin recovery and long-term competitiveness. We have invested heavily in unlocking property bottlenecks over the last three years, and with the exception of Bundaberg, the property upgrade and refresh cycle is fundamentally complete. We remain confident in the positive long-term fundamentals of the essential refrigerated freight market, and this investment has created additional operating leverage for future growth.
Efficiently utilizing this available capacity and continuing to focus on capital deployment will support our focus on a mid-term ROIC range and target of between 15%-20%. Finally, we have a strategic focus on people and performance. There is a range of initiatives progressing in this pillar. However, the highlight of the year was the securing of a new four-year enterprise agreement covering around 1,800 employees, ensuring workforce stability and alignment with our growth aspirations out to 2029. The EA was agreed without impact to business operations and supported by strong voter participation and support. Safety is a core value and non-negotiable focus of the business. Whilst we achieved some marginal improvements in lag indicators this year, we did see an uplift in lead indicators and compliance performance, particularly in fatigue, distraction, and overspeed events.
In our transport fleet, we're rolling out additional safety standards, including site underrun barriers and four-way cameras. In addition, a mobile hazard compliance and training app was launched. This will support our greater safety and capability improvements across the enterprise. It's been a big 12 months for our information technology team. We're delighted to announce the arrival of Cameron Stone as our new Chief Information Officer. Cameron is the former CIO of Virgin Australia, TEG Ticket eck, and the Heavy Vehicle Regulator. His appointment and subsequent recruitment and development of additional capability in the IT department is our signal and intention to be stronger advocates and adopters of value-creating technology. The transport and logistics sector is fertile ground for IT-enabled efficiency and improved customer connection. In many cases, the technology already exists, and the opportunity to be more efficient is evident.
The missing piece for Lindsay was transformational capability and expertise, which under Cameron's leadership, we are now accumulating. This year, we commenced a partnership with CyberCX to improve our security, resilience, and monitoring of our operating systems and infrastructure. This investment aims to protect the integrity and reliance of our systems for Lindsay and its customers and enhances our ability to resist, respond, and recover to an increasing threat environment. Looking ahead, we're focused on the following key areas. First of all, ensuring the effective integration of SRT and Lindsay. We're delighted with the early progress we have made in combining the two businesses and creating additional value through operations, commercial, and capital opportunities. The two teams are working well together with resource sharing and combined offers already being delivered.
A significant upside to the combined business has been the additional operating and leadership capability that has joined our business, and we welcome their entire workforce of over 400 staff to the Lindsay business. Secondly, as previously outlined, we will focus on embedding and extracting value from the GJ Freight acquisition in parallel with removing the Perth depot bottleneck by the opening of our new Hazelmere terminal in November. Thirdly, we will continue to focus on transformation and doing things more efficiently, driving margin recovery through cost discipline, load balancing, and better capital deployment. In conclusion, FY 2025 demonstrated our ability to stay disciplined and focused in a tough operating environment. We grew revenue, expanded our footprint, creating operating leverage, and strengthened our integrated model with the understanding that the long-term fundamentals of the market in which we operate remain positive.
Whilst we expect the operating conditions to remain competitive in FY 2026, we are excited by the opportunities created by the acquisitions, the momentum generated in the transformation program, and the ability of our people to remain focused on delivering sustainable value for shareholders. Thank you.
Thank you very much, Clay. I now turn to the business of the annual general meeting. The notice of meeting and the explanatory memorandum together with the proxies were lodged with the ASX on the October 3rd, 2025. Physical documents were dispatched to shareholders by October 4th, 2025, and I propose to take them as read. The director's report, the annual financial report, and the report of the auditor for the year ended June 30rd, 2025, were lodged on the ASX on the August 25th, 2025, and also dispatched to shareholders by October 4th, 2025.
The first item of business is to receive and consider the financial statements and reports of the directors and auditors for the year ended June 30th, 2025. Firstly, are there any questions in the room from the floor? Doesn't appear to be. Are there any questions submitted online?
Yeah, Ian, there's a couple of general questions. Were submitted. Touched earlier from Mr. May. Maybe Clay is better positioned. The first one relates to staff. How many full-time equivalent staff do we currently have? And is this likely to fall over the coming 12 months with the rapid rollout of AI? Which parts of our business and operations are most prospective for AI productivity gains? And how energetically are we embracing those opportunities? That's the first question.
Thank you for your question. Answer the first part of that. We have around 2,200 FTE equivalents. In regards to the adoption of AI, I think we covered that kind of in my narrative there around the recruitment of Cameron Stone into our business. We currently do not have any sort of AI technology being rolled out currently, but we are looking at enhancing our core systems to ensure that we've got the right-based systems that if there's any AI efficiency that can be used, we can adopt those systems. It would most likely be used in more capital efficiency kind of deployment-wise. That is kind of route optimization, load optimization, those types of opportunities through the transport supply chain.
Before you go, Clay, the second of the general questions. In fact, there's another one. Second question is, at last year's AGM, there were 253 proxy votes lodged representing 12.93% of issued capital. This year, that's increased to 351 proxy votes representing 28.44% of issued capital, which is still lower than most companies. Did you change the communication strategy to encourage more shareholders to vote? Have there been any material protest votes today? Are we covered by any proxy advisors? The first part of it is a commentary on the increased participation in proxy votes. The second part of it is whether there's been any material protest votes, which there has not. The third part of it is, are we covered by proxy advisors, which we are not.
All right. Perhaps I could do that. I think, obviously, there's a change with Clay coming in two and a half years ago. That has meant almost 50% of the shareholders at the time you were appointed are no longer shareholders, and we've got a new 50% shareholding. We have spent a lot of time and effort getting to know those. We certainly, the management team and the board are interacting with our top 10 shareholders on a regular basis, and I think that probably reflects the increase in proxies from 12 to 28.44. I think Brod's confirmed we're not aware that any of the proxy advisors cover us. We're hoping in the near future they will be covering us, which is both a good and a challenge. There was one other, sorry.
Oh, we got you. Yeah. Good. New directors, Rodney Boys and Robert Miller, along with the chair, comment on the recruitment process that led to these two new slots. Was a headhunter involved? Did the full board interview any other candidates? And did Rod or Rob know any of our directors or executives before engaging with the recruitment process?
All right. I think the previous one, there are no material process votes. That's the third. Look, Matthew Stubbs, who contributed a lot, decided that it was probably time for him to pursue another board opportunity. He came for about four years. He felt that he'd made his contribution. It was sort of midterm, we decided to have a slight overlap in sort of May, June. I had been introduced to Rodney as a potential candidate, not for this, but perhaps a number of boards. Rodney then spent some time with all the directors one-on-one. When you look at his professional career through his time at Wesfarmers, exposure to rural, exposure to transport, whilst the CFO at Australia Post. Most importantly, he was available just starting his non-executive career. The board made a decision that it would strengthen our risk function, which had.
Really only started to develop in a more formal way in the last couple of years. We were all comfortable that Rodney had the availability, the energy, and the intellectual great fit in terms of personality. The board did not engage any recruitment firm in relation to his appointment. In relation to Robert, obviously, that was part of, and we've called it an acquisition, but in reality, it was a merger with SRT, and that's the way we feel emotionally, internally. We were looking for feedback from shareholders to be where we could perhaps do with more operational experience. Someone who's run his own business and understands that for 30 years was well qualified, and it was part of the merger negotiations.
I'll just open it up to Rodney or Robert if you wanted to add anything because the question's directed to all three of you. No, I think the chair's covered it very well, so. Robert?
Look, I think from my point of view. As I've explained how I arrived here, but I think from a recruitment point of view, probably the due diligence process of a company acquisition and picking up every stone and looking at it. I think that. Hopefully provided a lot of confidence to the board of that value that I can add to the table. Thank you. Do you want to do a panel on that? Yeah, right.
There's another question. It can come under. REM resolution. Okay.
We might go to the first resolution then, which is the director reelection for Stephen Cantwell.
The resolution is that Stephen Cantwell, who retires by rotation in accordance with Rule 19.3 of the company's constitution and being eligible, offers himself for reelection, be reelected as a director of the company. I think we're done with that. Second, sorry. Second resolution relates to the reelection of Robert Green. That Robert Green, who retires by rotation in accordance with Rule 19.3, the company's constitution being eligible, offers himself for reelection, be reelected as a director of the company. Are there any questions from the floor? Are there any questions submitted online? I will watch it. Okay. Thank you very much. The third resolution relates to director election for Mr. Rodney Boys. The resolution reads that Mr. Rodney Boys, who was appointed to fill a casual vacancy, retires in accordance with Rule 19.2 of the constitution and being eligible, offers himself for election and.
Be elected as a director of the company. Are there any questions from the floor? Any questions online? Terrific. The fourth resolution relates to director election for Robert Miller. The resolution reads that Mr. Robert Miller, who was appointed—Miller, sorry. Excuse me. I misspoke there. Who was appointed to fill a casual vacancy, retires in accordance with Rule 19.2 of the constitution and being eligible, offers himself for election, be so elected as a director of the company. Are there any questions from the floor? Are there any questions submitted online? No. Resolution five relates to the adoption of the remuneration report. The resolution reads that the section of the report of the directors in the 2025 annual report dealing with the remuneration of the company's directors and senior executives be adopted. Are there any questions from the floor? Are there any questions online?
Chairman, we've taken one online from a shareholder. That might be a good one for Clay. Good one for Clay. Question margin reads: Revenue up 5.6%, employee benefits up 38.6%, CEO benefits up 15.4%, EBITDA down 11.7%, impact down 26.6%, share price down 38%. What controls are in place to turn this around?
Yeah, thank you for your question. I'll start with. First of all, our role on developing a strategy that will be successful in the market. So we've developed that strategy, and we're executing that strategy in a very competitive environment in FY 2025. We thought we did a pretty good job on that as extend the network transformation of performance and people. And we've gone through some of the highlights for the year. On the share price side, the macro. Conditions and share price variability is something that I necessarily don't focus on as much as things I can't control. I do focus on the things I can control, which is running the business really well. Was there another part to that question? Okay.
And to just supplement Clay's comments, I feel like in the last period, we've really built the foundations for an enduringly successful business. Made the investments we needed to. We've got great facilities now. We've got a very good senior executive team that's settled and we're calm and executing. There's the opportunity to deliver and deliver for us and deliver for shareholders over the next 12-18 months. All right. Sorry, any other online questions? No, that's it for the moment. Thank you. Okay, thanks very much. The sixth resolution relates to the approval for the long-term incentive option plan.
The resolution reads. That for the purposes of ASX listing rule 7.2, exception 13, and for all other purposes, approval is given for the issue of securities pursuant to the long-term incentive option plan as an exception to listing rule 7.1 on the terms and conditions set out in the explanatory memorandum. Are there any questions from the floor? Are there any questions online? Terrific. Thank you. Resolution seven relates to the ratification of the issue of consideration shares for the SRT acquisition. The resolution reads that for the purpose of ASX listing rule 7.4 and for all other purposes, shareholders ratify the issue of 46,500,000 fully paid ordinary shares on July 1st, 2025 on the terms and conditions set out in the explanatory memorandum. Are there any questions from the floor? Are there any questions online? Terrific. Resolution eight relates to the renewal of the proportional takeover provisions.
The resolution reads that the proportional takeover provisions contained in rule 15 of the company's constitution be renewed for a period of three years with effect from the date of this AGM. Are there any questions from the floor? Are there any questions online? Thank you. The ninth resolution is a special resolution and relates to the approval of provision of financial assistance by SRT Logistics Proprietary Limited. The resolution reads, "For the purposes of section 260B, subsection two of the Corporations Act and for all other purposes, A, SRT Logistics Proprietary Limited is authorized to give the financial assistance and to enter into the finance documents and comply with its obligations under them.
If the facilities under the facility agreement or any other facility agreement for the purposes of the common terms deed are refinanced on one or more occasions, SIT Logistics Proprietary Limited is authorized to enter into any new facility agreements as applicable on substantially the same terms as the relevant facility agreement or on terms that are then approved by the board of directors or shareholders. To grant a guarantee, security interest over its assets, to secure obligations under any new facility agreement, and to enter into any other document ancillary to those documents and/or with the common terms deed and/or the security trust deed. In this resolution, a reference to the facility agreement, common terms deed, security trust deed, finance document, or financial assistance is to that respective term as defined in the explanatory memorandum. Any document.
Is to that document as amended, restated, or replaced. Attention is drawn to the explanatory memorandum accompanying this notice of meeting, which sets out all information known to the company that is material for your decision on how to vote on the proposed resolution. Are there any questions from the floor? Are there any questions online? Thank you. Ladies and gentlemen, that was the final resolution. If you have not done so, please complete your voting now. A member of Computer Share at the back of the room will come around and collect your voting cards. As Al Capone said, "Vote early and vote often." Sir?
Can I ask you a general question? Please. How much can the financial review. Looking at our plan of operations? It's getting difficult because I've been continuously screwed by the customers. And when you look at. Lindsay's r etax profit the last three years, revenue has been going up. If you work on AUD 0.01 per dollar. Last four months was AUD 0.03 in the dollar? Retax profit against revenue? Cents per dollar and three? Previous year, it was AUD 0.05. Previous year, it was AUD 0.07. I should hope that this coming year, it won't be AUD 0.00. You must be getting screwed. With revenue going up, profit dropping. Yeah.
Thanks for your question. I can give you some market context. There are two things happening, particularly in the transport business. I just want to reiterate how well rural performed FY 2025. They performed strongly. They continue to perform strongly. We've spoken about Hunters. In the transport business, there are two things on the supply and demand sides that are happening. On the demand side, there is reasonably soft consumer demand on the demand side.
That is cost of living. Interest rates, etc., driving kind of flat or soft demand. On the supply side, there's been a significant increase in supply, and that is supply of carrier supplies, so capacity into the transport market since those results two years ago. A whole lot of capacity came into the market. With that capacity, it became. The beneficial freight owners had the opportunity then to put things out to tender and to get more competitive rates. That has occurred. During that period, what we've done is continue to build our network. Build our internal capability, but also create operating leverage for when the demand side comes back and the supply of that capacity starts to come off. We're actually seeing that.
We're seeing the supply side come down on the fact that new truck registrations have peaked and have come down two years ago. We're seeing an increase in insolvencies. Unfortunately, insolvencies, but that's going to drive a normalization on the supply side. I hear what you're saying. There is a lot more competition there. It has been competitive on the transport side. That has impacted our margin. We're seeing those things normalize. We just need to see the demand lift on the demand side. Certainly, on the supply side, those factors are playing out. Thank you.
Would anyone else like to ask a question, a general question?
I just looked at last year's AGM, and you gave some year-to-date trading figures, but there wasn't any in this presentation. What was the reasoning behind that?
You can have the bad one. Yeah, it's okay. Yeah.
We won't provide you with a forecast, but we can give a trading update. I mean, the first thing I'd like to cover is we're really pleased with the integration of GJ and SRT and the progress that that's making. Both those businesses are performing within expectations. That's the first thing. Our core transport business, as we've outlined, remains in a pretty competitive environment. You can just see green shoots of those things changing, as I mentioned, on the supply side, particularly.
At this point in time, with a few months under our belt, it is performing again in line with plan. Rural's performing well, similar to last year. Hunter's is still in a difficult trading environment, but we're putting additional resources in there to work on a turnaround plan. Overall, kind of we're really pleased with the progress we're making on integration and the value, that 15% EPS that we spoke about in our results. We're pleased with the progress we're making there, and the rest of the business sort of performing in line with expectation at this point.
I think it's also worth saying we're a society heading, and society's heading. Our customers are major customers. They're looking at compliance. ESG is important. Safety is important. Paying your people on time and paying your people properly. We do that. That's our North Star. We live our values. There'll be quite a bit, I think, over the next period about other operators maybe not having the same rigor around compliance. Certainly, the regulators are looking at that. We think we're well placed. We think, actually, the fact that we do spend the money to make sure we've got our people as safe as they possibly can be, and we're paying people the appropriate wages in a difficult, as a competitive advantage, us into the future.
I think our customers, when you look at the long list of high quality, either the Australian subsidiaries of listed international companies or large listed Australian companies, that's going to be more important to their boards into the future. As they look after their people, they want to partner with people like Lindsay who do care.
Just a question online, sort of an open question. It reads, "Kim Lindsay always gave an outlook increase/decrease. Could you please do likewise?" Along the lines of what you were saying, Clay, but whether there's a high-level response to that. I think we're not getting market response.
Yeah, I think at this point we go over trading update. Thank you.
We done? Yeah, no more. All right. Just checking with our colleagues at Computers hare. We're just giving me the double thumbs up. I think we can. There's no further formal items of business. Voting is closed on all the resolutions. I now declare the 2025 annual general meeting is closed. On behalf of the board, I'd like to thank you for your attendance.