Good morning, ladies and gentlemen. My name is Stephen Bizzell, the Chair of MAAS Group Holdings. On behalf of my fellow directors, I'd like to welcome you all to the 2025 Annual General Meeting of MAAS Group Holdings, which is the fifth AGM of the company since it listed on the ASX in 2020. It's 10:00 A.M. Australian Eastern Standard Time, and I'm informed by our Company Secretary that in accordance with the company's Constitution, a quorum of members is present. I therefore declare the meeting formally open. This AGM is also being held virtually via the share registry MUFG Corporate Markets platform, and we encourage all shareholders who are present either in person or online to participate in today's meeting.
Before we start, I acknowledge this AGM is being produced on the traditional lands of the Turrbal and Jagera peoples, and I pay my respects to their elders, past, present, and emerging. Before we proceed to the formalities of the meeting, a few housekeeping points. Appreciate if all mobile phones could be turned to silent. Recording devices and cameras shouldn't be used during the meeting, and in the event of an emergency, please follow the emergency exit signs and instructions of the Morgans or staff at the back of the room. Our Company Secretary has confirmed the notice of meeting has been made available to all shareholders and other persons entitled to receive it within the notice period. I'd now like to introduce our Directors and Secretary, starting with the Directors here in person at Morgans in Brisbane.
From your left to right, Non-Executive Director Michael Medway, Non-Executive Director David Kea, Non-Executive Director Tanya Gale, our Managing Director and CEO sends his apologies for not being here in person, but he joins us online, as does our Chief Financial Officer, Mr. Craig Bellamy. Our Company Secretary and General Counsel, Ms. Candice O'Neill, is here in Brisbane to my far right, and also present here in Brisbane is the Company's Auditor, Mr. Tim Mann of BDO Australia, in the second row. Tim will be available to answer any questions you have about the audit of the financial statements later in the meeting. The AGM addresses from myself and Wes have been released to the ASX this morning.
Before these addresses, I'd like to outline some technical and procedural matters for this meeting, and I would also like to confirm that those here present, that you've registered your attendance with the staff at the back. You should have been given an attendance card when you registered on arrival. If you have a yellow voting card, you're a voting shareholder, proxy holder, or corporate representative, and you're able to vote using a paper voting card, and you're also entitled to ask questions at this meeting. If you have a blue card, you're a non-voting shareholder. While you are entitled to ask questions and make comments, you're not entitled to vote at this meeting. If you have a white card, you're a visitor and not entitled to speak or vote at this meeting.
If anyone with a yellow or blue card wishes to speak, please raise your hand at the appropriate time, and a representative will bring a microphone to you, and please identify yourself before asking your question. For those shareholders attending the meeting online, I ask that you familiarize yourself with a virtual meeting online guide to register for a voting card and cast your votes online if you haven't already, and how to ask questions online via the ask questions box or how to ask questions verbally via the web phone. You will only be able to ask questions online once you have registered to vote via the online platform. For those yet to vote on the resolutions today, you'll be able to finalize and submit votes at any time during the meeting online up until five minutes after the meeting ends.
If you are present in the meeting, your vote will not be collected until the close of voting by representatives from the share registry. All items of business today will be voted on by a poll, which is now open. If you experience any difficulties using the virtual meeting platform, please check the virtual meeting guide on our website or contact the helpline shown on the screen. Resolutions and proxy results will be displayed on the screen. If anyone would like me to read out the resolutions and proxy results, please let us know now. Otherwise, we'll take them as read when we get to the formal business of the meeting.
I'll consider any questions submitted online or via the web phone after I've taken questions from shareholders attending here in person, and I ask that you limit your questions to one at a time and also restrict your questions and comments to the resolutions being considered. Any general shareholder questions submitted and not answered during the meeting will be addressed after the formal business is completed. If we are not able to answer all questions today or if there are specific questions that would be better addressed on an individual basis, we'll respond to them after the meeting. Mrs. Secretary, are there any apologies?
No, there are no apologies here.
Thank you. The matters requiring consideration today are outlined in detail in the notice of meeting, and as I noted, the notice will be taken as read. Now I'd like to deliver my annual address. It's a pleasure to report on another successful year for MAAS Group Holdings and to reflect on another year of strategic advancement. Our commitment to smart capital allocation and value creation over the past 12 months has remained unwavering, with the company delivering another strong financial result. In my address today, I'll provide a brief overview on the company's achievements in the past year, including its solid earnings result and strategic capital deployment agenda, and the ongoing progress in our sustainable practices. I'll also provide an update on the company's current initiatives, including its capital management program.
I'll then hand over to our Managing Director, Wes Maas, who will address our performance strategy and outlook in further detail. I'm proud to report that in FY 2025, the company achieved another strong financial performance, and our commitment to safety, our people, our communities, and sustainable practices remained at the heart of our strategy. Before reflecting on our financial performance, I'd like to address sustainability. As a company, we recognize that adopting sustainable practices is essential for our long-term success. The company remains focused on continual improvements in safety and maintaining its safety-first culture. Our initiatives in minimizing the group's environmental impact are also ongoing, and we will be ready to make climate-related financial disclosures next year as we enter our next phase of our sustainability journey. Our people and communities remain the cornerstone of our success, with a unique MAAS culture and values fundamental to this year's achievements.
On financial performance, the company delivered another solid result for FY 2025, with an underlying EBITDA result of $219.4 million, representing an increase of 6% from FY 2024's result. The results are particularly pleasing given project delays experienced and weather-related disruptions, and are a testament to the quality of our assets, our high-performing culture, and the firm's resilience. This year, the company carried out a successful capital raising, which secured $150 million in equity funding, with significant demand from both existing shareholders and new institutional investors. Capital was then deployed into high-conviction opportunities to partially fund the acquisitions of construction materials businesses on the East Coast of Australia, including Cleary Bros, creating new MAAS Group hubs and a significant presence in Wollongong and the New South Wales South Coast. The team remained committed to delivering value and results from these strategic investments.
Wes Maas, the company's entrepreneurial founder, continues to energetically lead the group. Wes is supported by an experienced management team who are dedicated to maintaining the company's high-performance culture. The team has a clear focus on delivering sustainable growth, generating value for shareholders, and building a resilient and stronger business. Just make some comments on capital management and our strategic progress. Our goal of driving long-term value creation for our shareholders by leveraging strategic investments to ensure sustainable growth remains unchanged. The company remains committed to increasing sustainable returns on equity for its shareholders. Each investment made has been and will continue to be heavily scrutinized. Our investment philosophy is supported by rigorous due diligence, disciplined valuation, and targeted returns on capital that align with or exceed our expectations. This year, we've also continued to embrace our capital recycling program, successfully divesting assets and recycling over $100 million of capital.
The capital we have recycled has been deployed strategically, including through some of the strategic acquisitions already mentioned, organic growth initiatives, returns to shareholders through dividends, and our on-market share buyback. We'll continue to optimize our portfolio, including within our commercial property development business, where, as recently announced, MG will materially reduce the capital deployed in this segment with a material sell down of commercial development sites, with the proceeds from these sales expected to be received largely within the FY 2026 year. The company also continues to investigate several other capital recycling opportunities in line with the company's focus on maximizing returns on deployed capital. We continue to make good progress in delivering on our strategy, and going forward, we will remain selective and opportunistic in our pursuit of value creation.
We expect to see measurable improvements across our operations, which alongside our capital management initiatives has a company well placed to again deliver earnings growth for FY 2026. I'd like to take this opportunity to thank my fellow Directors for their efforts and dedication this year, and on that note, we trust shareholders will support the re-election today of Non-Executive Director Tanya Gale. Tanya joined MAAS Group in an executive capacity in 2019 and has over 25 years of experience as a finance professional in the property and construction sectors. Tanya has provided great counsel since her appointment to the Board in 2022. We remain focused on ensuring we have the right mix of skills, background, diversity, and experience within the boardroom, and we'll continue to monitor this.
I'd also like to give particular thanks to Wes and the executive team, and I forgot to note there's a few other members of the management here in the room in Brisbane today. Their efforts are inspiring, delivering another record financial result and making significant progress in implementing our strategic priorities. Our people who embrace the MAAS culture and values have been integral to our success. Their efforts are acknowledged and appreciated. Finally, on behalf of the Board and management, I extend our thanks to you, our shareholders. We appreciate your ongoing support and confidence, and we are looking forward to continuing to build a great high-performance Australian business with you and sharing our success. Thank you. I'll now hand over to Wes, who'll address the AGM with his address.
Good morning, everyone. It's a pleasure to present our results for the 2025 financial year and to provide an update on the current trading conditions and our outlook for the year ahead. FY 2025 marked another milestone for MAAS Group Holdings, with an underlying EBITDA reaching a record $219.4 million, representing a 28% CAGR since listing. This result underscores the success of our strategic focus and disciplined capital allocation, underpinned by our culture, where accountability, alignment, and care drive our performance. While the year was not without its challenges, particularly in our civil construction and hire division, which faced renewable energy project delays and some isolated one-off losses, these impacts were mitigated by the strength of our diversified model and our solid balance sheet. FY 2025 was a pivotal year for our construction materials division, which continued to expand through both organic growth and transformative acquisitions.
We completed a series of acquisitions, including Cleary Bros in the Illawarra, Aerolite Quarries in the Melbourne Western Growth Corridor, Cardinia Environmental Recycling, and controlling interests in Ashford operations across Melbourne and Canberra. These additions significantly increased our scale and capacity and capability, and with our enhanced integrated offering across the quarry, concrete, asphalt, and recycling operations. We also completed a $150 million capital raise, welcoming new and existing investors who share our conviction in the long-term potential of our growth strategy. Our commitment to capital discipline remains central to how we create value. In FY 2025, we exceeded our targets by recycling over $100 million in assets, selling at or above book value, and reinvesting into higher return opportunities for the long term. This approach ensures we maintain flexibility, strengthen our balance sheet, and continue to grow from a position of strength. Our culture remains our greatest asset.
The owner's mindset continues to define how we operate, with every team member empowered to take accountability and care with all things we do. Safety is at the forefront of everything we do, and we continue to focus on reducing our lost time injury frequency rate. We've invested in leadership programs, internal promotion pathways, and targeted recruitment to support our expanding workforce. Across all our operating regions, we remain actively engaged with the local communities, supporting charities, sporting groups, and regional initiatives. On sustainability, we're committed to operating in a sustainable way, recognizing the importance and role we play in reducing the environmental and climate-related impacts. Across the group, a number of initiatives are underway targeting reductions in our environmental footprint, many of which are also delivering positive financial outcomes through improved efficiency and resource use.
As a company, we understand the growing expectations around sustainability, and we're developing a clear roadmap to meet and exceed future sustainability reporting requirements. Importantly, through the implementation of a comprehensive environmental data collection system, this year marks the first time we've reported our scope 1 and scope 2 greenhouse gas emissions data. This is a significant step forward in improving transparency, benchmarking our progress, and identifying areas where we can make further positive impact. On the market conditions and outlook, since the close of FY 2025, overall trading conditions have remained supportive. We're maintaining positive momentum across our construction materials business, with industry price discipline holding firm and growth in quarry volumes continuing to grow. While Melbourne concrete remains somewhat soft, in line with our expectation, the division's broader performance remains strong.
Our FY 2025 acquisitions of Cleary Bros, Aerolite , Austek Melbourne, and CER are performing in line or ahead of expectations, demonstrating the quality of these assets and the success of our integration today. In civil construction and hire, momentum continues to build as the renewable energy and transmission projects ramp up. Electrical services are benefiting from increased transmission activity, and plant utilization rates are improving, although margins are impacted by quite a competitive intensity. The residential real estate business continues to see increasing inquiry and settlements and confidence returns, supported by the expectation of further interest rate cuts. The strong demand backdrop supports our recently announced decision to realize at least $200 million in asset recycling from our commercial property development business, with proceeds largely expected to be complete in FY 2026.
Looking at our FY 2026 guidance and looking ahead, we've provided guidance today for FY 2026 of underlying EBITDA to be in the range of $240 million- $270 million. This range reflects a balanced view of the current operating environment and incorporates the following assumptions: a normalized weather outlook allowing operations to achieve historical average utilization levels, stable competitive intensity in construction materials with rational pricing maintained across key markets, continued improvement in civil construction and hire as the renewable energy and transmission projects scale and additional projects come online, an expectation that residential real estate external lot settlements will be in the range of 240- 260 lots, and a capital recycling program expected to realize in excess of $200 million, with the majority of proceeds to be expected to be received in FY 2026.
Looking further ahead, FY 2025 established the foundation for the next phase of our growth, with construction materials now firmly positioned as our primary earnings engine. We remain focused on disciplined capital deployment, operational excellence, and maintaining the culture that has underpinned our success since listing. To our Board, thank you for the continued support and guidance. To our people, thank you for your dedication and resilience during a period of integration and change. To our shareholders, thank you for your ongoing confidence and commitment to MAAS Group. We enter FY 2026 with positive momentum, a clear strategy, and confidence in our ability to continue to deliver long-term sustainable value. Thank you.
Thanks, Wes. That concludes the annual addresses. Before we get to the formal resolutions, are there any general business questions from shareholders here in the room? Yes.
Thank you, Mr. Chairman. [George Bombard] is my name. I'm a Director of [Faircase Proprietary] , shareholder. There's been quite a lot of mention here of recycling. Recycling, to me, means that this is a business that we bought, it doesn't now suit, and we're now selling it on. Some of these investments sound as though they haven't been quite right, but we can get our money back. We can't see the growth in them. That's what it sounds like when you talk about recycling. The other thing that I wanted to mention was that when Mr.
Maas floated the company, he retained a very major shareholding in the company, and he benefits from all the increase in profit, and to be offering to give him performance rights, I think dilutes the value for the other shareholders and what they would get out of the company, and I don't think that it should even be put to the meeting. Thank you.
I had two questions there. One of them we could possibly deal with at the resolution, but happy to deal with them both up front. In relation to the capital recycling program, it's not necessarily businesses that we're recycling. A lot of it's been some of our commercial property portfolio, development sites, etc., where the return on capital that we can see out of continuing to hold those investments through to maturity or final development, that we can get a better return on our capital through deploying that capital into some of the new acquisitions or other investments. There haven't been any businesses that we bought that we've turned around and sold. It's mainly been capital that's been recycled through our property portfolio, where we've added to that portfolio, we've realized some of the developed properties and some of the properties that have been development sites.
That's certainly the focus for the coming year's capital recycling program, which is out of that commercial property portfolio. In relation to the performance rights, whilst there's a resolution on that later in the meeting, just dealing with that now, I mean, Wes, as well as being a major shareholder, and he still owns close to 50% of the company, he's also an executive of the company. The performance rights program that Wes participates in is part of the performance rights program that we have across the organization through our senior leadership team and other managers.
Wes's participation there is in line with how we're dealing with the other shareholders, sorry, other management participants, and I think it's appropriate as part of his remuneration that if you look at our remuneration report, Wes takes a very low salary for the cash salary for the company, of the size and complexity it is. Taking some additional equity just further aligns his interests with the company and I'm certainly supportive of it and will be supporting the resolution when put later in the meeting. Any other questions from the floor? Otherwise, are there general questions online or are we dealing with those later? That we'll deal with later. Thanks. Okay. Which we will then turn to the ordinary business of the meeting.
The first item of business is to consider the annual report of the company and its controlled entities for the year, which includes a financial report, the director's report, and the auditor's report. Whilst there's no vote on this particular item, it's a discussion item only. As noted earlier, our external auditor, Mr. Tim Mann from BDO Australia, is also in attendance to answer any questions about the conduct of the audit and the content of the independent audit report. Are there any questions from the floor, either to ourselves or to the auditors? If there's no questions from the floor, are there any questions online?
If there's no questions online or on the floor, on that item, I'll move to the next item of business being resolution one, which is the adoption of the remuneration report, which is to consider and if thought fit to pass with or without amendment the following resolution as a non-binding resolution that for the purposes of section 250(a)(2) of the Corporations Act and for all other purposes, approval is given by the shareholders for the adoption of the remuneration report as contained in the company's annual report for the year ended 30 June 2025. The vote on this resolution is advisory only and does not bind the directors or the company. The company will take shareholder feedback into consideration when formulating future remuneration policies. This resolution is subject to voting exclusions, which were set out in the notice of meeting.
Are there any questions from the floor in relation to this resolution? Are there any questions online? Candice?
There are no questions online, Stephen.
Thank you. In which case, as noted earlier, all the resolutions will be decided by poll, but the proxies received before the meeting are displayed on the screen for those here in Brisbane. The next two resolutions deal with the reelection of directors. Your directors have worked hard to ensure we've got the right mix of skills and experience amongst the board, and as noted in my address earlier, I wish to thank my board colleagues for their contribution to the company's solid performance in the past year, and I believe the board served shareholders well. This next resolution relates to the approval of my reelection as a director, and as such, I'll hand the chair to Mr. Michael Medway to chair this resolution.
Thanks, Stephen. Resolution two, the reelection of Director Stephen Bizzell, to consider and if thought fit to pass with or without amendment the following resolution as an ordinary resolution that for purposes of clause 9.2(a) of the Constitution and ASX listing 14.4, and for other purposes, Stephen Bizzell, who was appointed as a director, retires and becomes eligible, offers himself for reelection, be reelected as a director of the company. The directors, with Stephen abstaining, unanimously support this reelection. Proxy votes received before the meeting are as presented in the slides. Are there any questions from the floor? There's no questions from holders participating on the floor. Candice, are there any questions regarding this resolution that have been received online?
No questions online.
Thank you, Candice. Operator, are there any questions regarding this resolution that have been received by phone?
Chairman, no questions on the phone.
Thank you very much, Operator. As there are no further questions, I will hand back to Stephen, who will move to the next resolution.
Thanks, Mick. Resolution three is the reelection of Tanya Gale as a Director. The resolution is to consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: that for the purposes of clause 9.2(a) of the Constitution and ASX Listing Rule 14.4, and for all other purposes, Tanya Gale, who was appointed as a Director, retires and, being eligible, offers herself for reelection, be reelected as a Director of the company. The Directors, with Tanya abstaining, unanimously support her reelection. Proxy votes received are presented in the slides. Are there any questions regarding this resolution from the floor? Are there any questions online or received by phone?
There are no questions online, supported by the floor.
Thank you. As there's no questions regarding this resolution, I'll move to the next resolution. The next item's a special business item and relates to the approval and issue of performance rights under the company's long-term incentive plan, and it's the approval of the issue of performance rights to Wes Maas for the financial year ended 30 June 2025. The resolution is that approval be given for the purposes of ASX listing rule 10.14 and for all other purposes for the issue of 61,873 performance rights to acquire ordinary shares in the company and the issue of ordinary shares on the vesting of the performance rights to Wes Maas or entities associated with him in accordance with the company's long-term incentive plan for the financial year ended 30 June 2025 on the terms and conditions set out in the explanatory memorandum which accompanied the notice of meeting.
There's a voting exclusion applies to this resolution which was set out in the notice of meeting. Proxy votes received before the meeting are as presented in the slides. Are there any questions on this resolution from the floor? Do we have any questions either online or by phone?
There are no questions online, Stephen.
No phone question.
Thank you. Thank you. As noted earlier, all the resolutions will be decided by poll, incorporating any further votes that have been cast during the meeting or that get cast here in person, and the results of those resolutions will be released to the ASX later today. As there's no other formal business for the meeting, sorry, is there any further general questions?
We did have some general business questions prior to proxy close. The first question was in regards to capital management. The question being, you raised about $140 million from investors to fund three purchases for $4.65 a share last November. This was in hindsight a full price. You had an online share buyback in place at the time, and this had been continued until about May.
The highest purchase price in the buyback was $3.95. What is the justification to raise new money at $4.65 while using retained capital to fund an online buyback of shares?
Thanks for that question. Wes, would you like to handle that one?
Yeah, sure. While we raised money at $4.65, we see that it's the best use of the shareholders' capital to not be the price setter in the market, but definitely buy back at a discount. We've been participating in the market when we see fit.
As I think noted in the question, whilst we've been active in the share buyback during the year, the highest price we've paid for shares during that buyback has been less than $4. As part of our capital allocation policies, that same methodology applies to our own capital. If we see there's a good return on investment for investing in our own capital at discounted prices, we'll exercise that. Any other questions, Candice?
The second question received, Stephen, is in regards to acquisitions. Have all of your recent acquisitions lived up to expectations?
I'm probably happy to handle that. As pointed out, and I think both mine and Wes's presentations, most of our acquisitions are performing at or above expectations. The only acquisition that has probably underperformed is one that we made an announcement about earlier this year, Capital Asphalt, where the previous owners of that business prior to us acquiring that business had some questionable business practices, which are subject to an ICAC investigation in New South Wales. We're working through the impact of that on that business. The Asphalt business unit as a whole is performing strongly. There's impact on some of the customers of that Capital Asphalt business, and we're working through with the previous owners of that business to ensure that the company isn't disadvantaged by the actions that occurred in that business prior to our acquisition of it.
Thanks, Stephen. The final question received was, which parts of the business give management the most concern?
I'm sure Wes sleeps very well at night, but you can talk to that, Wes.
Thanks, Stephen. Generally, there isn't an item that gives us concern. I think we've definitely rolled into FY 2026 in quite a positive position. If I look back 12 months and look how we rolled into FY 2025, probably primarily around the civil construction and hire, we had some delays on projects, so they were a little bit out of our control. This year, it feels like we're much more in control, and it's a much more positive environment. Construction materials is a materially different business this year to last year, and it's much bigger in size, and we have a really, really good base of assets to build from over the next few years with a lot of growth opportunity. Obviously, the property businesses, we're getting a natural lift from interest rates, so I would say that nothing gives us any more concern than other at this point in time.
Thanks, Wes. Are there any further questions online?
There were no further questions, Stephen.
Operator, is there any telephone questions?
Chairman, no questions on the phone.
Thank you, Operator. Ladies and gentlemen, as there's no other business for the meeting and no further questions, I assume there's no further questions from the floor here. Apologies. No further questions. I declare the 2025 AGM of MAAS Group Holdings closed, and thank everyone for their attendance, either here in person or online. Shareholders and proxy holders attending the meeting online, you'll have five minutes from now to submit your live votes if you haven't voted on the resolutions on the online platform. For those participating online, a countdown timer will appear at the top of the screen in the online platform. For shareholders here in person, if you can please mark your, if you're wanting to vote and haven't already, if you can please mark your voting card, and one of the members from MUFG will circulate with a ballot box and collect those voting cards shortly.
Thanks once again for your attendance, and I think there's some refreshments at the back of the room if anyone would like to join with the board after the meeting. Thank you.