NEXTDC Limited (ASX:NXT)
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Apr 28, 2026, 4:13 PM AEST
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AGM 2023

Nov 24, 2023

Doug Flynn
Non-Executive Chairman, NEXTDC

Good morning, and welcome to the Thirteenth Annual General Meeting of NEXTDC Limited. My name is Doug Flynn, and I'm the Chairman of NEXTDC. Thank you for attending, and let me take a moment to outline today's proceedings. You'll have the opportunity to participate today, irrespective of whether you're here in person or attending virtually. For those online, the platform will allow you to ask questions either via the website or the dial-in facility and to vote using the electronic voting card. Links to the online guide can be found in your AGM notice letter, in the notice of meeting, or you can also go directly to the investor section of the NEXTDC website. A link can also be found in the portal you are now viewing.

If we experience any technical issues that have an impact on aligning, the two audiences attending this meeting, I'll assess the circumstances and communicate further with you. I've been informed that a quorum is present. Accordingly, I declare the meeting open. Let me introduce you to my fellow directors,

Operator

Why do we have to be in the dark? It's ridiculous.

Doug Flynn
Non-Executive Chairman, NEXTDC

Um-

Operator

Anyway.

Doug Flynn
Non-Executive Chairman, NEXTDC

That's a very good question, but I think I didn't have control over that, I can assure you, but I think we'll... Can we press on?

Operator

You press the button.

Doug Flynn
Non-Executive Chairman, NEXTDC

Hey? We are webcasting. I think that's the reason why we're doing it this way. Thanks. Point taken. I have with me here my fellow directors here in Sydney, Mr. Stuart Davis, Dr. Greg Clark, Mrs. Jennifer Lambert, Dr. Eileen Doyle, and Mrs. Maria Leftakis. Joining us from the U.S. is Mr. Steve Smith. Our CEO and Managing Director, Craig Scroggie, is also in attendance, together with our Company Secretary, Mr. Michael Helmer. On your screen, you will also see our leadership team, each of them are joining the AGM today. Our CFO, Mr. Oskar Tomaszewski, will be managing the shareholder questions on the web interface, so I'll refer to him when it comes time to answer any questions shareholders have submitted.

The notice of meeting was made available to all shareholders on the 18th of October, 2023, and I will take that as read. I can confirm that holders of approximately 354 million ordinary shares, or 68.7% of the company's total shares outstanding, have submitted their proxies. The annual financial statements for the company and its controlled entities, as well as the reports of the directors and auditors for the year ended 30th of June, 2023, have been published and distributed to shareholders. They can also be accessed at our website. Our auditor, Mr. Michael Shewan, from PricewaterhouseCoopers, is also present. Mike is available to answer questions relating to the conduct of the audit and audit report and accounting policies and preparation of the financial statements. The auditor's report in our annual report, which is also available at our website.

Now, today, I intend to provide an overview of our performance in the past year, and our CEO, Craig Scroggie, will update you on business activities, and after that, we will turn to the formal business of the meeting. As part of receiving the financial statements and reports, we will also take questions in relation to the board, management, or the auditor. Because we're conducting today's meeting both in person and online, I will explain the process to ensure you are clear on how to use the platform to vote and ask questions. For those joining us online, voting on the resolutions will be conducted by a poll using the electronic voting card you receive after clicking the Get a Voting Card button. Shareholders can submit written questions on general issues or specific resolutions during the meeting by clicking on the Ask a Question button.

I encourage shareholders who have questions to submit, do so as soon as possible. We have functionality to allow shareholders to dial in and ask questions by voice. To use this teleconference facility, shareholders must use their unique pin provided to them by Link Market Services. If you do not have a phone pin and would like to ask a question via the phone, please contact Link on 1800 993 633 now to get your pin. When you dial in online, you'll be asked to mute your online sound and listen to the meeting by phone. If you wish to ask a question, you will need to dial star one on your keypad to indicate to the moderator you wish to ask a question.

The teleconference moderator will require your name and will introduce you, prompting you to ask your question by unmuting your line at the relevant time. If you have any trouble using the platform or dial-in facility, please check the online guide on the NEXTDC website or contact the help lines shown on the screen. If you're attending in person, there are also some matters to note. You should have registered your attendance as you entered the room today. If any member or proxy holder has not registered their attendance at the door, please do so now. Staff from Link are here to assist you. Visitors are also registered electronically on Link's meeting registration system.

If you wish to speak on a matter at an appropriate time, please raise your hand and state your name, and, if applicable, the name of the shareholder you represent. It'd be appreciated if all mobile phones are switched off and recording devices are not used. With that, I will move to my address. Ladies and gentlemen, welcome to NEXTDC's Thirteenth Annual General Meeting. It's a gathering that gives us the opportunity to share details about the continued success of the business. The company's vision is to help enterprises harness the digital age, improving our society through the advancement of technology. NEXTDC's purpose is to be the leading customer-centric data center services company, delivering solutions that power, secure, and connect enterprise and government customers to the world's most valuable resource: data.

Continued expansion of NEXTDC's network of data centers is driven by growth in colocation and cloud services as organizations leverage digital megatrends such as AI, robotics, 5G, and the Internet of Things, while meeting sustainability and networking demands, among others, to implement new ways of working to achieve success. I'm honored to stand before you as we reflect upon a remarkable fiscal year ended June 30. Through the FY 2023 reporting period, NEXTDC has once again set new benchmarks for performance, reinforcing our position as a leader in the Australian data center services industry, including growing the revenue by 25% to AUD 362.4 million, increasing underlying EBITDA by 15% to AUD 193.7 million, and a record new sales year saw contracted utilization reach 122.2 MW, which is up 47%.

At subsequent year-end, we saw a further increase in contracted utilization to reach 145 MW towards the end of August, and internet interconnections strengthened, increasing 7% to 17,816. The past year has been a testament to our commitment to growth, business resilience, and adaptability in a rapidly evolving marketplace. Despite the backdrop of a world facing rising geopolitical tensions, supply chain disruptions, and inflationary pressures, the demand for digital infrastructure continues to surge. As technology adoption permeates through all areas of life, infrastructure strategy is critical to supporting sustainability goals, reducing operating costs and resilience. The role NEXTDC plays as Australia's premier customer-centric data center service provider has never been more important.

In the 13 years since the company's inception, we've established a presence in all key Australian marketplaces with a roadmap of expansion facilities in planning and development, and are now expanding overseas, starting with new strategic development projects in both Malaysia and New Zealand. We have also continued to build our domestic platform with new projects now underway, such as A1 in Adelaide, which is scheduled to open in the first half of calendar 2024, adding a total of 5 MW of planned power capacity to that market. We're also building in Darwin with our new D1 facility, planned to eventually provide up to 7 MW of capacity in that market.

We're also in the process of adding new emerging edge opportunities, such as PH1 in Port Hedland and NE1 in Newman in the Pilbara, that will extend the availability of critical digital infrastructure to one of the most remote locations on Earth. Now, notably, these remote facilities will operate in a hostile environment, with temperatures regularly soaring over 45 degrees, where cyclones can strike and where fine red dust is an ever-present feature. Now, we've mitigated these risks and already have customers benefiting from our facilities. Our funding position has further strengthened in FY 2023.

We upsized our debt facilities by an incremental AUD 400 million and successfully raised AUD 618 million in equity through an entitlement offer, resulting in total liquidity to AUD 2.3 billion as at the end of FY 2023, ensuring that we are well-funded to seize the growth opportunities in front of us, both domestically and internationally. The emergence of generative artificial intelligence is as a mainstream business tool, and the accelerated, accelerating adoption of other forms of AI has changed the game for digital infrastructure service providers. The significant growth in this technology and the data that underpins it has ushered in a new era for companies able to provide the heightened requirements for power, cooling, resilience, and security.

We're seeing practical applications for AI rapidly expanding across all industries, with the major tech companies allocating billions of dollars in capital resource to meeting current and future demand for these applications. Now, this in turn, is placing increased pressure. I might have turned my phone off, but I didn't turn my watch off. Sorry about that. This in turn, is placing increased pressure and demand on data center service providers to support their customers as they scale up their infrastructure. As a premium service provider in this area, with a track record of delivering on customer requirements, our sales pipeline continues to hit record highs. Now, pleasingly, as a result, we're also seeing our service order commitments grow larger in size and longer in terms which bodes well for our long-term sustained growth.

We spent 13 years building a premium brand on unparalleled design and engineering, and operational expertise in delivering a quality and flexible service that caters to the needs of our customers. NEXTDC is perfectly placed to support this, next frontier as our tier-certified platforms and go-to-market strategy aligns precisely with these developments. We have proven over many years in servicing some of the world's largest technology companies, that our approach to innovation allows us to both deliver a 100% uptime guarantee, while also being an industry leader in the way we design and operate our data centers to minimize their environmental impact. Now, perhaps the most telling performance metric for NEXTDC in FY 2023 was sheer volume of the many new and long-standing customers, and demonstrated their commitments to us, including many who renewed their existing operational footprints in current and new locations.

In FY 2023, we achieved a record increase in contracted utilization, rising by 39.2 MW, a significant 47% jump to reach 122.2 MW. Now, following year-end, we also announced a further increase in the level of contracted utilization, up a further 23.2 MW or 19% to 145.4 MW. Now, Sydney S3, the building you're in right now, and Melbourne M2 and M3, are particularly high demand, with wins across enterprise, government, and hyperscale customers, including cloud services, mining services, financial services, media and entertainment, and energy providers. Now, these new contracts not only secure future cash flow, but have also stimulated an acceleration in planning for new developments in Sydney, S4 and S5, and in Melbourne, M4.

We continue to expand our team, focusing on safety management, security, sustainability, customer service, global operations, and facilities management. In Kuala Lumpur, we've now assembled a local team to lead our expansion into Asia, and as always, we remain committed to talent acquisition as well as the training and development of our existing employees. We recognize that human capital is at the heart of our expansion and central to our success. During Q4 of FY 2023, the company launched a successful AUD 618 million entitlement offer to help fund NEXTDC's international expansion and accelerated fit out of new contracted hyperscale commitments at S3 Sydney. We're very pleased with the confidence shown by our shareholders in taking up their entitlements.

With one additional share available for every eight shares held, the rate of take-up among institutional investors was 99%, with a further 87% of retail shares also taken up by existing shareholders. All shares not taken up by institutional retail investors were duly secured by sub-underwriters, all of whom were also existing shareholders in NEXTDC. So thank you for the trust you have placed in us. Meanwhile, our commitment to good governance, sustainability, and community engagement is there for you to review via our environmental, social, and governance report, and our corporate governance statement available for download from the NEXTDC website. Regulatory compliance remains a focal point, particularly in our expansion into Asia.

Achieving Malaysian Digital Status was critical to getting started on KL1, and commitments to the DTA Certified Strategic status we achieved via the Australian government for all our domestic facilities. We continue to maintain certifications for our existing fleet, including Uptime Institute tier certifications, key ISO standards, and relevant industry security standards, plus sustainability credentials, including Climate Active and TRUE waste management. All of which highlight our commitment to data security, sovereignty, and ethical practices. Our commitment to operating efficiency is evident through our facilities' NABERS five-star energy ratings and our efforts to maintain the lowest possible PUE utilization effectiveness metrics, which provide tangible evidence of our environmental credentials, the efficiency of our infrastructure, and our work to minimize energy usage of our customers and our business.

In addition, we actively strive to achieve new industry benchmarks for sustainable data center design and sustainability best practice across energy and water usage and waste management. In closing, I want to express my gratitude to our dedicated staff, management team, and board for their unwavering support and contributions to the board's success. At NEXTDC, we are thrilled about the opportunities that lie ahead. For our shareholders, we are confident that the best is yet to come, and thank you for your support and trust. I now like to welcome Craig Scroggie, NEXTDC's Chief Executive Officer, to provide more detail on the data center services market, as well as the strategic direction the company is taking to capitalize on the opportunities before us.

Operator

Thank you, Craig.

Craig Scroggie
CEO & Managing Director, NEXTDC

Thank you, Doug. Ladies and gentlemen, thank you for joining us today. It's my pleasure to be here reporting on a remarkable year for our company. It's been a year of redefining what's possible for us, a year of driving new opportunities, where we've expanded our horizons and set new benchmarks for performance. We remain committed to, and are 100% focused on, delivering the world's highest standards of data center interconnection services. The financial metrics we reported earlier this year underscore our commitment to growth. With a record-breaking level of new sales in 2023, combined with the accelerated opportunities created by artificial intelligence and digital transformation, the stage is set for sustained growth over the next decade and beyond.

Total revenue was up 25% in 2023, and underlying EBITDA increased 15%, which means our six-year compound annual growth rate for these metrics were tracking at 20% and 21%, respectively. The growth in customer numbers and interconnections also continued to trend up. We welcomed 207 new customers into our ecosystem, and provisioned 1,203 net new connectivity services. These accomplishments wouldn't be possible without our unwavering dedication to delivering large infrastructure projects, independently accredited premium services that meet our customers' needs, and build enduring relationships based on positive experiences. The pace of digital transformation has reached unprecedented levels. Businesses worldwide are digitizing their operations and placing the highest priority on ensuring the availability of their systems and applications. The exponential growth of data, its capture, sharing, storage, and analysis, are all at record levels and continue to climb.

In just the past two years, approximately 90% of the world's data has been generated, with estimates that we have surpassed 2.5 quintillion bytes of new data on a daily basis. Resilient, secure, and interconnected digital infrastructure has never been more important to ensuring the burgeoning digital economy continues to thrive. The cloud continues to evolve, driving operational transformation. Gartner predicts that 85% of organizations will have adopted cloud-first strategies by 2025, while they also identified that spending on cloud in Australia reached AUD 18.7 billion in 2022. We're proud of our proven record of renewing and expanding service contracts with customers, as well as attracting new customers. In both cases, they are looking to trusted partners, offering solutions that address the new challenges they face in a rapidly evolving economy. We find ourselves at the threshold of the fourth industrial revolution.

It's a time marked by an unprecedented rate of change. Innovation cycles are shortening, and we're witnessing the convergence of technologies like AI, augmented reality, 5G, the Internet of Things, and many more, all of which generate extraordinary volumes of data. As a leading player in the industry, we're very well positioned to leverage this digital acceleration and continue providing innovative, differentiated solutions to our customers. To stay at the forefront of this ever-evolving landscape, we've aligned our business strategy and services with key mega trends that need premium digital infrastructure. At present, artificial intelligence is stimulating unprecedented demand for data center services globally. The emergence of this technology requires new levels of power, density, cooling, security, and interconnection that we are able to provide. It's encouraging to note we're yet to experience AI's full impact on demand at NEXTDC.

Our contract increases in 2023 were driven by traditional cloud services demand and major enterprises moving to colocation. The wave of artificial intelligence infrastructure deployment is just arriving in Australia, and so we anticipate growth in onshore hosting for these premium environments to become a major factor in 2024. As adoption rates accelerate, the facilities that solve the power, secure, and connect challenge will be in demand, and this is central to our brand promise. The global AI market is expected to grow at an annual rate of 37% between 2023 and 2030. Generative AI, including tools such as ChatGPT, which can create multi-modal content such as text, image, and code, is forecast to reach a market size of $209 billion by 2032.

As an indicator of data center growth being driven by accelerated digital transformation and the urgency to scale up for AI, McKinsey analysts had forecast the data center market in the U.S. will reach 35 GW by 2030, up from 17 GW in 2022. Building upon our strong foundation, we continue to scale our platform domestically as cloud migration accelerates. During the early part of 2023, new state-of-the-art generation three hyperscale facilities were opened in Sydney and Melbourne. Combined, and when fully fitted out, these two facilities will have introduced 230 MW of new capacity in Australia's two largest markets. In August this year, we opened Port Hedland, our second Edge data center, which will introduce critical infrastructure and cloud connectivity within proximity of critical pit-to-port mining operations in the Pilbara region. A second Pilbara Edge data center is currently under construction in Newman.

Both of these facilities will advance digital transformation for the nation's booming resources industry and customers who are world leaders in leveraging digital megatrends to drive safety, productivity, cost efficiency, and automation. We are very excited about the potential for our customer-led core-to-edge digital infrastructure strategy to solve exploding data management problems for organizations with remote and rural operations. Critical infrastructure close to production edges and interconnected to our cloud carrier and digital services ecosystem, will accelerate innovation cycles through the application of AI and other digital megatrends. Another major new product development in the last 12 months, with the opening of our innovation center at M2 in Melbourne. This is where our customers deploy bespoke mission-critical operations services such as network and security operation centers, ensuring their most important teams and processes can access the power, security, connectivity, resilience required to manage 24/7 operational continuity.

Digital growth in the Asia Pacific region is tracking ahead of global averages. Our developments underway in Kuala Lumpur and Auckland represent important new frontiers for NEXTDC. Work is already underway to build Malaysia's first Tier IV certified colocation data center, which, with our stage one on target to open in the first half of 2026. And as we continue to plan our expansion across Asia, we are unwavering in our commitment to deliver sustainability, innovation, and 100% uptime SLAs that set new critical infrastructure standards in these high-growth, developing territories. At NEXTDC, safety remains our number one priority. Our goal is to achieve zero injuries across all operations to ensure a safe and healthy working environment for every team member, contractor, customer, and visitor.

It is our mission to do everything we can to ensure everyone goes home from a NEXTDC data center in the same condition they arrived, whether it be working at a construction site, in a facility, or in an office. Our ISO 45001 health and safety certification is a testament to our commitment to safety in both construction and operational facilities management. Operating with the highest standards of energy efficiency, water preservation, and waste management is integral to our mission. We aim to build a reliable, secure, and highly energy-efficient infrastructure platform. Importantly, our strong emphasis on energy efficiency and sustainability is achieved without compromising world-class operational excellence. At NEXTDC, we also acknowledge that keeping pace with digital acceleration comes with sustainability challenges, and we are determined to lead the way to sustainable data center growth.

We believe our industry faces a dual mandate when it comes to sustainability. One is a moral responsibility and the other, a strategic necessity. We will continue to prioritize energy efficiency as a central tenet across the full life cycle and supply of our data center design, construction, and operations. We continue to place equal focus on advancing our waste diversion initiatives, improve power efficiency, water conservation, and renewable energy, and are staying attuned to emerging sustainability trends and challenges. Our company has always had ESG as a central part of its product and service offering. Doing what we do responsibly, sustainably, and with an eye to the well-being of our team and our community, is aligned with our personal beliefs and our stakeholders. Having a high value and profitable business is important to us. Innovation has always been at the core of our business.

Indeed, in the technology space, it is an imperative to survive. In 2023, we continued to be recognized for the global industry leadership in data center engineering, customer experience, and energy efficiency. Our Uptime Institute certification set benchmarks for the world's highest quality, resiliency, and operational standards. Our benchmark PUE performance is a tribute to our commitment to market-leading energy efficient design and operation, while our prefabrication methodologies for hyperscale and edge data centers is allowing us to deploy new infrastructure quickly and cost effectively. Looking forward, we'll continue winning new business by leading the hybrid cloud computing revolution and extending our interconnection and infrastructure services in and across the Asia Pacific. Our infrastructure platform and designs are AI workload density and liquid cooling ready, and provide customers with the resilient scale, sustainability, and flexibility they need to address whatever comes next.

We remain dedicated to innovation and operational excellence, making us the premier marketplace for the digital economy. Before closing, I'd like to mention that this year we were once again honored to have been recognized as Frost & Sullivan's 2023 Australian Data Center Services Company of the Year. It is the third consecutive time we've received this award, and acknowledges our industry expertise and dedication to customer experience. We also received the 2023 Asia Pacific Customer Value Leadership Award for Frost & Sullivan, and as we expand into Asian growth markets, this regional award further acknowledges how our innovation, our product portfolio, our energy efficiency, and operational excellence creates differentiation and will deliver new standards for customers in the region. In conclusion, I would like to express how proud I am of our entire team, of their incredible achievements.

The next decade presents unlimited potential, and we are ready to realize the opportunities before us. The future is now. Together, we remain committed to delivering exceptional services to our customers, meeting their evolving needs, and driving innovation in the industry. I would also like to extend my sincere gratitude to NEXTDC's Board of Directors, who play a very important role in setting the standards for good governance and risk management. I am confident that as we continue to execute our growth strategy, shareholder value will continue to be a feature of your equity in NEXTDC.

As you may have heard, I'm a huge believer in Bill Gates' quote: "Most people overestimate what can be achieved in a year and underestimate what they can achieve in 10 years." Our success to date has been astounding, but with AI looming as an enormous tailwind for the data center industry, I believe we are at the beginning of the most important technology change since the introduction of the Apple iPhone as a platform. The next 10 years promise to be very exciting, and we intend to grow and continue to take our unfair share of this very exciting market. Thank you for your trust and commitment to NEXTDC. Thank you.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thanks, Craig. Before proceeding with the business of the meeting, a quick reminder of today's procedures. Link Market Services have been appointed Returning Officer for this meeting. I am satisfied as to their independence. We'll be conducting all voting by poll. On a poll, every member present, in person or by representative, attorney, or proxy, is entitled to one vote for each share held. If attending online, you can cast your vote using the electronic voting card received after you register to get a voting card. You'll then be asked to enter your shareholder number, which is your SRN or HIN, plus post code if in Australia or country, if you're outside Australia. The proxy votes already received for each resolution will be viewable on the platform as we move through the resolutions.

These will be current as at the proxy voting deadline, which was 11 A.M. Sydney time on Wednesday, 22nd November 2023. Any undirected proxies in my favor as chairman will be voted in favor of the relevant resolution. Following discussion on all items of business, I will close the poll five minutes from the meeting ends. As results of the poll will take a little time, we will be announcing them to the ASX this afternoon. Shareholders can submit questions during the meeting, and if you're attending online, you can also do so by clicking on the Ask a Question button. To ensure questions reach us in time, I ask that you submit them now if you've not already done so.

If we're not able to get through all the questions today, or if there are specific questions to be better addressed on an individual basis, we'll respond to them after the meeting. If we receive multiple questions that are the same or similar, we'll try to amalgamate them into one or choose to answer the broadest question, which covers off the others. To ensure all shareholders an opportunity to ask a question today, the chairman will accept up to two questions from each shareholder for each item of business. I'll now move to the formal resolutions. First item on the agenda deals with the receipt and consideration of the financial reports and the reports of the directors and auditor for the financial year ended 30th of June, 2023. No shareholder vote is required in relation to this item of business.

However, shareholders, now can ask questions or have discussion on these matters, and now is a good time to ask questions of a general nature about the company, as opposed to questions that are specific to today's resolutions. NEXTDC's financial report, directors' report, and auditor's report for the year to 30th of June 2023 is incorporated in the 2023 annual report, which has been sent to all shareholders who have requested that report and which is available on the company's website. At this time, I would encourage any shareholder to raise any questions they may have of the auditor, which are relevant to the conduct of the audit and the preparation and content of the audit report. Are there any shareholders in the audience who wish to ask a question? Go right ahead.

Mary Curran
Shareholder, Private Investor

Would you like me to stand or?

Doug Flynn
Non-Executive Chairman, NEXTDC

No, you're good.

Mary Curran
Shareholder, Private Investor

Okay. Good morning, everybody. My name is Mary Curran, and I'm a new shareholder to your company. First of all, I'd like to thank you for having the AGM in your premises. It's a really nice way for us to get to see what it's all about. Thank you for that, and thank you also for having the hybrid meeting. I think that's really important, and I do hope you continue to do that. Thank you. My question. I've got a few, but I'll stick to two. My question relates to the page 21, the market growth. Now, what I'm looking at is the differences in the percentage between the contracted capacity and the building capacity, which sort of means to me that someone said they're going to take it, but they haven't fronted up with the money.

So if we look over the last few years, and you also actually had a very good graph. It was the red line on the black blocks. So if you look at 2023, you'll see the difference is from 58%-92%. In 2022, it was 64, 73. 2021, 68, 79, et cetera. So there's a much larger gap, significantly, actually. So I'm assuming that means you've contracted it, but the people haven't yet billed or paid. Is that because it's not built? Is it because they haven't moved in? Is it just a factor of the financial year? Maybe you could fill me in on that one.

Doug Flynn
Non-Executive Chairman, NEXTDC

I'm going to pass it to Craig, but it's all in the timing. Craig.

Mary Curran
Shareholder, Private Investor

I did say the year, the timing. So will that graph then revert back to a more stable graph?

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah. I'm not sure who's on the AV, but could you just put slide 17 up for me? Just want to make sure.

Mary Curran
Shareholder, Private Investor

Yes, the one on the left.

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah. This one?

Mary Curran
Shareholder, Private Investor

That's the slide. It's very evident in the slide, more so even than the AR.

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah. Thank you. Thanks very much for the question. The black bars indicate what we have contracted. We generally don't build a lot of infrastructure before customers sign contracts with us. We build enough infrastructure to start the development, so to have the building shell in place. So the building you're sitting in today, we built the shell. We had some early customer orders, but we, in order to be highly efficient with our capital, we only deploy the capital when we get customer orders. So we build the shell and then the generators, the UPS systems, the chillers, all the things that we need to run the customer's computing infrastructure, is installed after the customer gives us an order. So what you can see there, in that beautiful chart, is the timing between us having had sold record capacity.

So in this last couple of quarters, we sold almost the equivalent of what we had sold over the past decade. So the industry is really, really growing at an extraordinary rate. It would normally take us about one-1.5 years to build, manufacture, ship, install, and commission the generators and the chillers and the UPS infrastructure. And once we've done all that work, the customer then moves in, and the red line will meet the top of the black line, because once we've delivered everything and they've installed their computers, they'll start paying us. So, it's just a timing difference between us receiving the order from the customer and having a contracted commitment to build them, and then the one-1.5 years it takes for them to move in and start using our infrastructure.

Mary Curran
Shareholder, Private Investor

So then generally, you're expecting that to narrow, the gap to narrow, right?

Craig Scroggie
CEO & Managing Director, NEXTDC

It will rapidly narrow.

Mary Curran
Shareholder, Private Investor

You will be getting the money in?

Craig Scroggie
CEO & Managing Director, NEXTDC

That is correct.

Mary Curran
Shareholder, Private Investor

With the plant going into Malaysia, is that something that will throw the graph out again or?

Craig Scroggie
CEO & Managing Director, NEXTDC

Any individual facility today is really not large enough to create a big gap. What creates a big gap is a large customer order. So it's a very, very positive development, and that means that the customer has committed. These larger contract commitments can be a decade or a decade and a half long in tenor. And we have very, very low churn, so once customers have moved in, they generally don't leave.

Mary Curran
Shareholder, Private Investor

Just on, I mentioned the Malaysian plant, you've spent, I think you said AUD 250 million in CapEx so far, is that?

Craig Scroggie
CEO & Managing Director, NEXTDC

We haven't spent that number, but we will spend that over a number of years.

Mary Curran
Shareholder, Private Investor

Right. So what are our thoughts there about, say, sovereign risk? I mean, Malaysia hasn't always been very kind to Australian country companies.

. You said you own it, but do you actually own the freehold or?

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah. So I was just trying to make sure I'm clear on the question. So is your question concerned about the sovereign risk of the operation or?

Mary Curran
Shareholder, Private Investor

No, not your operation, the sovereign risk of operating in Malaysia, really. I mean, as I said, it hasn't always been very well, hasn't been very common to Australian companies.

Craig Scroggie
CEO & Managing Director, NEXTDC

So just a few points. First of all, we worked with Austrade, with the Malaysian government directly, through the Malaysian Economic Development Authority. They were incredibly welcoming of us to build a piece of world-class digital infrastructure that doesn't exist in Malaysia today. So we are building in Kuala Lumpur, the first Tier IV- certified digital infrastructure asset in that country. So wonderful support. We also were given an exemption from the Malaysian government to own the underlying land. So in the ordinary part, the Bumiputera exemption process, it required express permissions to allow us to own those assets. The digital infrastructure that we will build not only will be important for cloud and artificial intelligence technologies, but delivering Netflix and all the other types of services that we use as consumers every day, supporting the telecommunications industry and other mission-critical services.

So we think that the opportunity in those emerging markets, given the size of the population and the rate of growth of digital services, is going to put us in a, in a very, very good position. The government has been extremely welcoming. Customers can't wait for us to get started and be operational. And I'm thrilled that we've got the opportunity to be able to grow our world-class platform in Malaysia.

Mary Curran
Shareholder, Private Investor

Thank you very much. I did have one more question, but I will adhere to the time. Does any-

Craig Scroggie
CEO & Managing Director, NEXTDC

If we've got time, we can come back-

Mary Curran
Shareholder, Private Investor

Yeah, thank you.

Craig Scroggie
CEO & Managing Director, NEXTDC

Touch other ones. Yeah.

Operator

Thank you. Sir? Trying my best to get it.

Wayne Arthur
Shareholder, Private Investor

My name is Wayne Arthur. I've got a few questions for the auditor.

Doug Flynn
Non-Executive Chairman, NEXTDC

Okay, go ahead, Mr. Arthur.

Wayne Arthur
Shareholder, Private Investor

Now, in an accounting sense, when a company buys, property, plant, and equipment, is that an expense in the profit and loss account, or is that an additional addition to the capital, items in the balance sheet?

Operator

Mike?

Michael Shewan
Partner, PricewaterhouseCoopers

Can you hear me?

Wayne Arthur
Shareholder, Private Investor

Yes.

Michael Shewan
Partner, PricewaterhouseCoopers

Yes. Thank you for the question. So, I mean, you'll see in our opinion, at the back of the annual report, one of the key areas that we look at is the accounting treatment of plant, property, and equipment. In there, it spells out our procedures that we undertake as auditors to determine whether the accounting policy is appropriate and in line with accounting standards. There are rules under accounting standards, whether you capitalize that expenditure or treat it as OpEx. For the most part, for the data centers that NEXTDC are currently constructing, it's treated as a capital expense. And we would see that as appropriate in line with accounting standards. So for the most part, it's capitalized in the stage of construction.

Wayne Arthur
Shareholder, Private Investor

Thank you. In the audit report, you refer to the various significant audit items, and one of them is property, plant, and equipment. It says that one of the things that you did was assess the appropriateness of capitalization of internal costs, in particular, salaries and wages. Now, what did you do when you made that assessment?

Michael Shewan
Partner, PricewaterhouseCoopers

So certainly that is one of the procedures that we, that we undertake. We would look at whether the salaries and wages were attributable to employees that were solely responsible for construction of those assets. And then we would, you know, undertake testing to go back to the amount of money that they've been paid, employee contracts, and the like, to make sure that the costs were accurate.

Wayne Arthur
Shareholder, Private Investor

So, is what you're telling me, that when the company buys new property, plant, and equipment, the capital cost of buying those things is okay to be added to the capital account, and that the cost of wages and salaries relevant to the buying is also okay to be added to the capital account?

Michael Shewan
Partner, PricewaterhouseCoopers

It depends if the nature of those costs are in line with accounting standards, and there are various rules in accounting standards that you, the company, has to consider in preparation of the annual report, and that we as auditors would then consider in our audit.

Wayne Arthur
Shareholder, Private Investor

But if for this audit, did you determine that various wages and salaries were legitimate capital item, capitalization items?

Michael Shewan
Partner, PricewaterhouseCoopers

In the context of the audit of the financial report as a whole, yes, that's the case.

Wayne Arthur
Shareholder, Private Investor

Right.

Michael Shewan
Partner, PricewaterhouseCoopers

We, as you'll see, we issued an unqualified audit opinion-

Wayne Arthur
Shareholder, Private Investor

Yeah.

Michael Shewan
Partner, PricewaterhouseCoopers

which, as you'll be aware, would say that the financial report has been prepared in accordance with accounting standards and free of material misstatement.

Wayne Arthur
Shareholder, Private Investor

Okay, thanks.

Michael Shewan
Partner, PricewaterhouseCoopers

Yes.

Wayne Arthur
Shareholder, Private Investor

One more question on the audit. In the course of the presentation that we've had today, we keep seeing the initials IB, correction, EBITDA. Does that stand for earnings before interest, taxation, depreciation, and amortization? And do I take it that if a company is paying interest, that's a legitimate business expense?

Doug Flynn
Non-Executive Chairman, NEXTDC

Yes.

Wayne Arthur
Shareholder, Private Investor

Yes. And if a company is making profits, taxation is a proper business expense?

Doug Flynn
Non-Executive Chairman, NEXTDC

Correct.

Wayne Arthur
Shareholder, Private Investor

If a company owns capital equipment, depreciation is a proper business expense?

Doug Flynn
Non-Executive Chairman, NEXTDC

Correct.

Wayne Arthur
Shareholder, Private Investor

If a company has intangible assets, such as capitalized borrowing costs or computer programs, amortization is a legitimate-

Doug Flynn
Non-Executive Chairman, NEXTDC

Correct.

Wayne Arthur
Shareholder, Private Investor

-business expense?

Doug Flynn
Non-Executive Chairman, NEXTDC

Correct.

Wayne Arthur
Shareholder, Private Investor

It's only after you've deducted all of those expenses, such as interest, taxation, depreciation, and amortization, that you get to net profit after taxation.

Doug Flynn
Non-Executive Chairman, NEXTDC

Correct.

Wayne Arthur
Shareholder, Private Investor

Yes. Now, can I just ask another question of the auditor about this? You've been the auditor now for three years, and in those three years, the company only ever earned a profit once. Now, in carrying out the audit, did you gain any insights as to why the company doesn't seem to be able to make a profit?

Michael Shewan
Partner, PricewaterhouseCoopers

I might pass that back to the company. You know, the role of the auditor is to undertake an independent audit as to whether the financial report presents a true and fair view, and that's the role that we've taken. We've issued an unqualified opinion on that basis. The financial performance is probably a question for the company to answer.

Doug Flynn
Non-Executive Chairman, NEXTDC

The use of EBITDA is very common. It's not a statutory set of numbers. We report EBITDA, we report EBIT, we report profit after tax, and it's all clearly laid out in our annual report. But using EBITDA is a very common metric that most many, many companies use. If you, if you want us to make a profit, we should stop all CapEx now. We should stop all growth now. In a couple of years' time, the company will just churn out, churn out cash. But that's not gonna be in the best interest of shareholders. The best interest of shareholders is continue to drive the growth, continue to drive the overall value and the value per share of the company.

Because as we look at each project, each project has a significant internal rate of return, but that internal rate of return is against assessed cash flows off out into the future. So because of the growth rate at which the company is growing, we are growing off a relatively modest base of filled-up data centers. And think of those, it's M1, it's S1, it's B1, it's S2, and it's P1. So those data centers are essentially full, but this one is not. And as this, as this one is very largely sold already, but as we know, because of the lag, the time it takes to fit out the data center and have that cash roll in, you know, that goes on over the next four or five years until, until this is full with equipment, computers, et cetera, et cetera.

That cash flow then sits there for a very long time, off into the future. The issue of turning a profit is relatively easy. Just stop growing, and that is not, in our view, in the best interest of shareholders.

Wayne Arthur
Shareholder, Private Investor

When I look at your competitors, some of them are growing, and they are turning a profit. Let me give you a good example.

Doug Flynn
Non-Executive Chairman, NEXTDC

Yep.

Wayne Arthur
Shareholder, Private Investor

Equinix, the largest data center company in the world, lots of data centers in Australia. When you look at its annual report, its profit is 9.6% of revenue. Now, why can't this company make 9.6% of revenue?

Doug Flynn
Non-Executive Chairman, NEXTDC

It's easy. Let's not go back 13 years. Let's pretend we started the company back in, I don't know, 1980. If we started in 1980 or 1990, then we'd be doing that as well. This company's only 13 years old, so the base of filled up data centers, as I said, is relatively small compared to the scale of what we're building now. We love Equinix. We think they are our model. As we look at them, we think they are. We think that that's where we want to be as the years go forward. We do have Steve Smith on the line, who is the key driver of that growth. I don't know, Steve, are you able to elaborate on that?

Stephen Smith
Independent Non-Executive Director, NEXTDC

Yeah. Can you hear me okay?

Doug Flynn
Non-Executive Chairman, NEXTDC

Yeah.

Stephen Smith
Independent Non-Executive Director, NEXTDC

Okay. It's a good question. But Doug, I think you hit the nail on the head. You know, I was there for a decade running it. The company is 24, 25 years old versus 13 years old, and for the first 10 to 12 to 15 years, it ran at the same kind of basis that you see NEXTDC running. So the growth and the CapEx required to scale a company, you're gonna be in this mode for quite some time. You gotta remember, Equinix now is in 30, 40 countries, and it's just much bigger scale. It's a $7 billion company versus the size of this company. But when Equinix was running at this same size, had the same financial characteristics. So I think I'm in full support of Doug's comments on this.

You wanna focus on revenue growth, EBITDA growth, utilization going up. All the metrics that Craig went through are exactly what you want to see at this stage of this company. And as long as you're getting return on that invested capital for the capital you're putting in the ground, that's where you want to put it.

Doug Flynn
Non-Executive Chairman, NEXTDC

Okay. Thanks, Steve.

Wayne Arthur
Shareholder, Private Investor

Thank you.

Stephen Smith
Independent Non-Executive Director, NEXTDC

You're welcome.

Wayne Arthur
Shareholder, Private Investor

But if you're not making profits, the only way you can fund extra capital expenditure is either borrowing or by more capital raisings, and that could start to become a problem.

Doug Flynn
Non-Executive Chairman, NEXTDC

Your point on that is, one, absolutely correct, and B, well made. So, you know, we must be take great care in the investment decisions we make. We must be highly confident that we're gonna fill those data centers, and we're gonna fill them profitably. So you are absolutely correct about that. And, I can tell you that is 90% of what this board focuses on, is to determine that whole investment framework as we go forward. We even have a separate investment committee, which very few other companies have. So you're absolutely correct.

Wayne Arthur
Shareholder, Private Investor

Okay, I'll let someone else have a go.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you.

Lorna Hall
Shareholder, Private Investor

Thanks. My name is Lorna Hall. I'm a shareholder for quite some time, and I'd like to endorse Mary's thanks for having the meeting here. It's much more exciting than going to the MLS. I was really excited when I came in today. I've just got a couple of questions. With the I know we're all very excited about all the unending growth. What's the impact of some of the new competitors moving into the Australian environment? And some of those are existing customers, so do you expect them to waddle away or continue to have some options of their own, or, will you have other people moving in instead?

Doug Flynn
Non-Executive Chairman, NEXTDC

I'll go to this a little bit, and I'm going to pass to Craig. It's a very good question. So we have, you know, some of the hyperscale customers. Am I allowed to mention names? Amazon Web Services and Microsoft both do self-builds. They both do self-builds, but they, you know, typically maybe 15%-30% of their demand in a particular significant marketplace, they might do self-builds. But once they've contracted with us, they're not gonna take anything out of here and move to their own self-builds. There's such huge demand that I think they just want to keep their finger in this space. So we're not expecting that to change. As to new entrants coming into the marketplace, good luck to them. We feel like we're very, very well positioned.

There's some strange new companies coming in. I won't go any further with that. But we're also seeing other things happen. We're seeing more public companies going to the private market. This is globally, and there's been a reduction in the number of private DC companies around the world. We're the only one in Australia that's a purebred DC company in the public market. So you're seeing some consolidation at one level, and you're still seeing new entrants coming into the sector, which is pretty unusual. Anyway, Craig.

Craig Scroggie
CEO & Managing Director, NEXTDC

Thanks. It's a great question. I'll give you a relatively simple answer. Doug was at a fair amount of detail in there. For our large global hyperscale customers, Microsoft, Amazon, Google, if you just think about something as simple as your mobile phone, every day you take a photo of something, and the photos that you took a year ago, and two years and three and four years ago are still on your phone. And every year, we create more information than we've ever created at any other point in time in history. And whether it's consumers taking photos or you downloading videos or it's businesses storing information, every year, the amount of IT infrastructure required to store and share all of that continues to grow.

I've been in the IT industry for 30 years, and I have never seen anything like what we're experiencing now in my career. It's something quite extraordinary. The industry's dynamics are a little bit unique. So just to explain, the competition component is that we don't look at Microsoft or Amazon as competitors. They are customers, and sometimes they build their own offices, and sometimes they build their own data centers, and sometimes they buy their own of a lot of things. But with key partners who can grow quickly to support their customers. So we have many customers who are growing faster than they can meet their- The world's largest pension funds are investing billions and billions every year because this is one of the most significant and high-returning digital infrastructure opportunities in the world.

So I see that competition as a very, very positive endorsement of us being in quite an extraordinary space. The fact that generally digital infrastructure customers stay for 10, 15, or 20 years, we feel very, very confident that the clients that we have will continue to renew with us as they have in the past.

Lorna Hall
Shareholder, Private Investor

So we're not the ant under the elephant's foot?

Craig Scroggie
CEO & Managing Director, NEXTDC

We would be in Australia, say, 12%-15% market share.

Lorna Hall
Shareholder, Private Investor

Thank you. I've got another question, in relation to your sustainability focus. That's one of the things I like about the company. Do your customers care about it?

Craig Scroggie
CEO & Managing Director, NEXTDC

Yes. I think sustainability's. Because the amount of power that we consume is obviously very, very significant. We need power to do everything, and cook meals through to supporting government infrastructure. The digital infrastructure component will have a large power footprint. One of the biggest challenges we have, really, is that we can't avoid using power, but we can have a very significant influence in the way in which we use it. To cool computers, rather than just putting a lot of cold air into a room, that allows us to get highly efficient PUEs, so the Power Usage Effectiveness of the data center is low. We are rated, so our energy efficiency is independently measured, and we publish that through the Australian government.

Sustainable energy is a critically important factor, but it's a challenging one because, as you know, with solar and wind, the sun doesn't shine all day and the wind doesn't blow all the time. And for base load, fossil fuel energy, over time, we're going to have to find a sustainable base load replacements that are renewable. So there are many things that I think the company is doing incredibly well today. Carbon efficiency reporting, the operating environment, building solar, using wind. Progress, but we'll continue to put sustainability right at the top of our priorities.

Lorna Hall
Shareholder, Private Investor

So yeah, I've heard all that. Heard it a few times. That displayed in them choosing you as a supplier.

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah. The customers care deeply because they themselves are required to report on sustainability outcomes. So the largest, our largest customers in the world, like Microsoft and Amazon, have committed to 100% renewable energy by 2030, as an example. That's a highly challenging thing to do, depending on where you live and the type of energy that's available in your market. So customers do care greatly. I don't think there's a customer that I've spoken to about reliability or base load power, and how they are using renewables themselves and how they're reporting on sustainability standards to their shareholders.

Lorna Hall
Shareholder, Private Investor

I've only got two questions, but one tiny one.

Craig Scroggie
CEO & Managing Director, NEXTDC

Okay.

Lorna Hall
Shareholder, Private Investor

I know you're building. Did you say you're building S5?

Craig Scroggie
CEO & Managing Director, NEXTDC

S4 and S5.

Lorna Hall
Shareholder, Private Investor

Deal.

Craig Scroggie
CEO & Managing Director, NEXTDC

Melbourne's supposed to be growing more than Sydney. I think, today, Sydney is the largest market for digital infrastructure services in Australia. Melbourne is probably record business in Melbourne just recently, and between our M2 and M3 data centers, they're filling up quite quickly. So I think that the Melbourne market, over the course of the next couple of years, will continue to grow at a similar or the same rate to what the Sydney market has. But the Sydney market, probably 800-900 MW today.

Doug Flynn
Non-Executive Chairman, NEXTDC

I think there is a small point attached to that, and these are different scale sites. A site like this, very expensive site, have to build vertically. Wide open plains in Melbourne, and we're able to build across the land on some very big footprint sites. So that's the other part of that. From the audience? Okay. Sorry, got one down the front here. Sorry. Go ahead.

Patrick Lawnham
Shareholder, Private Investor

Quick. My name is Patrick Lawnham. I'm much impressed with what I've heard today, but I just, a well-known cross-section between community engagement and cooling. And as the chief executive is well aware, there's an issue with the first building, the XTC buildings, I understand. It, it's been an issue in the sense that surrounding residents are pretty upset about it, about the noise being generated. So the question is, is there any conditioning in B1 and for compensation for residents who make complaints? That's it. Thank you,

Doug Flynn
Non-Executive Chairman, NEXTDC

Craig?

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah, sure. Thanks, Mr. Lawnham. It's good to see you. You raised that question with me last year. It was the first time. Obviously, you had previously the team were engaged with you. I appreciated you raising it with me. We take the community engagement responsibility very seriously. When you raised it with me, I committed to you personally that I would investigate. That, as our first facility, it has a slightly different cooling system design. One of the things that's unique about NEXTDC is we do build these infrastructure assets in downtown CBDs. You live right in the middle of the city in Brisbane. And when you raised your concern with me, I investigated with the team what action we were taking to acquire guidelines. Do over and above that, to try and ensure that we continue to be a good neighbour.

I acknowledge and understand that you would like it to be silent. It's a challenge. With the independent expert's opinion, we had the council investigate your concerns because you raised those with the council. Recorded those emissions for a period of time, and then they delivered a determination that said we were operating below the legally required noise emissions. Now, I recognize and acknowledge only emitter of noise in the downtown CBD in Brisbane. The pub four doors down makes a lot of noise as well. I understand, and committed to you that we would continue to do everything that we can to invest CapEx as we have, and we've invested significant money to continue.

I hope that you can appreciate and acknowledge that when you raised your concern with me, that we did everything that we were legally required to do, and went further than that, and invested additional money to try and do everything that we can do to be a good neighbor. I know the simple answer would be if we rebuilt the building today, we may be able to make it a little quieter. House every day, and they're exceptionally noisier than the data center is. So I hope that you can recognize we are a good neighbor.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. Go ahead.

Wayne Arthur
Shareholder, Private Investor

I want to ask about the company's investment in Sovereign Cloud Holdings notes to the annual accounts. It seems to me it's raising an awful lot of red flags. NEXTDC has, by my calculations, pumped AUD 22 million into Sovereign Cloud Holdings, and it's currently valued in the balance sheet at AUD 6.2 million. So in the last two years, AUD 16 million has gone up in smoke for that investment. Now, not only that, NEXTDC has increased its holdings. It's increased it by virtue of placements and by being a, an underwriter for the last capital raising in June. And when I look at that capital raising, the take-up rate of half the existing shareholders didn't think it was a goer.

When I read the audit report of that company, the auditor says there's a material uncertainty as to whether it's a going concern. At last month's annual general meeting, the chair states the board expects 2024 financial year 20 of 2024. And recently, one of the founding directors of the company left. In fact, had the AUD 16 million not gone down the drain, it would have halved the loss in the last financial year. So the question is: how many more red flags do you need about the investment in Sovereign Cloud Holdings?

Doug Flynn
Non-Executive Chairman, NEXTDC

I'm going to give you a very short answer, and I'm going to pass to Craig. We see this as a strategic opportunity. We're not too bothered about the financial performance right now. We're an AUD 7 billion company, and the amount of money you're talking about to get an advance on that.

Craig Scroggie
CEO & Managing Director, NEXTDC

Yeah, thanks. I'm sure you've understand that venture investing in early-stage companies, they're not profitable. They're essentially always raising money because they're trying to build something that can prove that they... Can solve a problem. The challenging nature of running technology startups is that when you try and solve a big problem, sometimes you solve it quickly, and sometimes you don't solve it at all. We saw the security opportunity. We don't want to run a security company, we don't want to run their company, but we saw the opportunity in cybersecurity to make a small venture investment in them as a startup, as an interesting thing for us to learn more about. I think that they will continue. But as a venture investment, as a technology startup, we expected and knew exactly what that would look like.

My last comment in relation to your, from a holding value perspective, is purely an accounting standards outcome. The accounting standards tell us what to value with that. When the share price goes up, we don't revalue the holding of the investment up. When the share price goes down, the auditor says, "You need to write down the value of the investment." Until at some point in time in the future, we either sell our shares or the company makes it, or it doesn't make it, that will be the final determination as to whether that venture investment makes any sense.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thanks. Oskar, are there any shareholders online who wish to ask questions or make comments on the management of the company?

Oskar Tomaszewski
CFO, NEXTDC

From Mike Sackett, who is from the Australian Shareholders Association. Mr. Sackett's observation, firstly, is that by most measures, NEXTDC has had a good year, in fact, a good decade. Total shareholder return, which is the measure of greatest interest to shareholders and on which 100% of the CEO's long-term incentives, 15% per annum over the past five years and 20% per annum over the past 10 years. Congratulations to the board and the company staff. Mr. Sackett's question is as follows: Page 49 of the annual report reads, "NEXTDC is unique among ASX-listed companies due to its high capital intensity and growth prospects, requiring further capital to be invested ahead of demonstrable revenues and profits." Initially, I was skeptical of the uniqueness of NEXTDC's position. However, long-term debt for the company stood at AUD 1.44 billion at the end of FY 2023.

CapEx was AUD 619 million in FY 2023. The increase in long-term debt, AUD 306 million, compared with gross revenues of AUD 362 million. Mr. Sackett would appreciate some explanation from the board as to how it strikes a balance between planned CapEx and projected future revenue.

Doug Flynn
Non-Executive Chairman, NEXTDC

Hi, Mike, thanks for the comment. And broadly, we look at every project view on our CapEx demands and the money that's gonna be thrown off through projects. This company is still gonna be in the process, and the combination between debt and equity will continue to be a subject of great scrutiny. We, all of our projections going out, as far as the eye can see, in terms of our banking covenants, are all well within the appropriate range.

If we look at private companies who are in the same business that we are, they are able to leverage up much more significantly or do leverage up much more significantly than companies in the public market who have, I think, you can be assured that we will continue to be prudent in terms of the capital structure opposite a planned demands of CapEx and, and capital, and earnings being thrown off by the company. Are there any further questions, Oskar?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, the next question comes from Paul Wibush, who would like to know: You focus on EBITDA, but the real measure is usually fully utilized the following year. However, it has lost AUD 75 million before tax over the past five years, most of which has been in a low interest rate environment. If you haven't been able to make money in a low interest rate environment, how will NEXTDC generate NPAT in a higher-

Doug Flynn
Non-Executive Chairman, NEXTDC

That the company is in. If we look at the number of DCs that are full now, I think we mentioned five, all of them relatively smaller data centers, and the scale at which we're building. As we look forward, this company will throw off significant, a significant, cash flow and, and earnings over the years to come. But it's simply a stage of maturation of the company. So, you know, we, we have, we have insights that are not able to be, be shared with companies, but we are, we do a very good look forward. We have a detailed plan over, over the short term of three years, and we have longer, longer plans in relation to every single one of the DCs.

They all show very strong internal rates of return going forward, which takes into account all of those elements of interest. I'm feeling fairly confident about that. Oskar, are there any further questions?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, the next question comes from Peter Taylor. NEXTDC see consolidation of providers, and do there appear to be any, any imminent catalysts in sight?

Doug Flynn
Non-Executive Chairman, NEXTDC

So there is consolidation going on in the wider industry. There are global infrastructure players that are seeking to DigitalBridge, EQT, Stonepeak will be the main global infrastructure players that are out there around the world. Private market, but some in the public market who also act as consolidators. So that process is new entrants coming to the market, drawn in by the growth that exists. Further questions, Oskar?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, the next question comes from Ben Shah. Address. NEXTDC also doesn't provide a chance for retail shareholders to attend half and full year conference calls. Is there a reason for this? I would have thought as a technology company, it would be-

Doug Flynn
Non-Executive Chairman, NEXTDC

Did you? Could you answer that?

Craig Scroggie
CEO & Managing Director, NEXTDC

I think, the question's in relation to our, half a full year, institutional investor briefing. So we make the presentation materials available, for the market, but we don't do, retail Q&A. That is correct. We do, institutional briefings. Any of the 13, banks that cover those materials and their research and advise, and invite you to briefing sessions, but we don't organize them ourselves. We do them through brokers.

Doug Flynn
Non-Executive Chairman, NEXTDC

Okay, any further questions, Oskar?

Oskar Tomaszewski
CFO, NEXTDC

There is one further question, Mr. Chairman, from Paul Wieber. Those are being capitalized, and depreciation and amortization would not start until the CapEx is commissioned. So if the build costs are not on the P&L and the amortization is not on the P&L, why is your growth resulting in losses every year for five years?

Doug Flynn
Non-Executive Chairman, NEXTDC

Because, very simply, because a significant part of those assets do come on the books. As the site is completed and finished, those assets come on the books, and there are fixed costs, people, security, et cetera, et cetera. Also, is opened. So those aspects are there, whereas the revenue is still at the early stage of coming into the P&L. So are there any further questions from the operator on the phone line?

Operator

Chair, there are no further questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Right. Okay, thanks very much. If there are no further questions, I would now like to consider the formal motions meeting in respect of the. It is a non-binding resolution. No votes may be cast on this resolution by or on behalf of a member of the company's key management personnel, including the chairman and other directors or their closely related parties. As chairman, and you are not a prohibited voter, you will be taken to have authorized me to vote all available proxies in favor of this resolution, even though this resolution is connected directly or indirectly with the remuneration of the key personnel. I would add that the NEXTDC board unanimously recommends you vote in favor of this resolution. Are there any shareholders in the audience who wish to ask a question?

Mary Curran
Shareholder, Private Investor

Just a comment, actually. It would be really helpful when you're putting up the voting to put the percentages. I don't know what 73, 342, 624 is against 278. Do you know what percentage that is?

Doug Flynn
Non-Executive Chairman, NEXTDC

I could take it up, I could take it up with the company secretary, but since these are the only proxies and there may be votes to come in today, I'm not sure whether that's a super good thing to do. I don't know. Michael?

Mary Curran
Shareholder, Private Investor

Well, it just gives a bit of an indication whether the shareholders who've already voted have an issue with the remuneration report.

Doug Flynn
Non-Executive Chairman, NEXTDC

Right.

Mary Curran
Shareholder, Private Investor

Um.

Michael Shewan
Partner, PricewaterhouseCoopers

58% . 78%.

Mary Curran
Shareholder, Private Investor

So 78% have voted for?

Michael Shewan
Partner, PricewaterhouseCoopers

Yeah.

Mary Curran
Shareholder, Private Investor

So, look, to be quite frank, I haven't studied your remuneration report. I would be looking at a minimum of sort of 90% to be really comfortable with it. So is there any reason that you'd like to put forward why the people have voted negatively?

Doug Flynn
Non-Executive Chairman, NEXTDC

Well, we did have a couple of proxy advisor. Oh, one of the proxy advisors did recommend against it. There's also a lot of support for what we're doing, but, you know, some people didn't see it that way. I don't feel. I feel fine with where we've ended up. You know, we do have a number of people who voted against. That's it, really.

Mary Curran
Shareholder, Private Investor

Is it maybe because your long-term incentives aren't particularly long or your-

Doug Flynn
Non-Executive Chairman, NEXTDC

No.

Mary Curran
Shareholder, Private Investor

I'm just curious, and as I said, look, with all the other resolutions, it would be really good. Most of the companies do put the percentages up-

Doug Flynn
Non-Executive Chairman, NEXTDC

Okay.

Mary Curran
Shareholder, Private Investor

So it's helpful.

Doug Flynn
Non-Executive Chairman, NEXTDC

We'll take your point.

Mary Curran
Shareholder, Private Investor

That would be lovely.

Doug Flynn
Non-Executive Chairman, NEXTDC

We'll take that point. Thank you.

Mary Curran
Shareholder, Private Investor

Thank you for that.

Wayne Arthur
Shareholder, Private Investor

The long-term incentive plan for the CEO is based entirely on total shareholder return, and perhaps the chairman of the Remuneration Committee could answer this. Am I correct in thinking that total shareholder return is growth in the share price, plus dividends?

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

That's the way that TSRs, but of course, we don't, we-

Wayne Arthur
Shareholder, Private Investor

That the long-term incentive price, which is a bit of a lottery, isn't it?

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

For a company like NEXTDC, a key one is the growth in the EBITDA and growth in revenue, which is why you see in the STI that that's a significant portion of the targets. And while there are market movements every now and again, the key thing that drives it for a growth company like NEXTDC is growth in EBITDA.

Wayne Arthur
Shareholder, Private Investor

It's basically dependent on how the market sees the share price, isn't it? Total Shareholder Return.

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

It's a comparative-

Wayne Arthur
Shareholder, Private Investor

Yeah.

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

So for the one calculated last year, it's a comparison against the TSR for the ASX 200 cumulative index.

Wayne Arthur
Shareholder, Private Investor

Thanks. Now, the Chief Executive Officer received an award under the long-term incentive plan in this last financial year past. But the way I read item six of the business of this meeting is that the Chief Executive Officer won't receive an award under the long-term incentive plan. Share price was less than the 9% threshold of the total shareholder return index of the ASX. Is that correct?

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

The TSR tested at the end of August 2023, the total shareholder return was less than the total shareholder return of the ASX 200.

Wayne Arthur
Shareholder, Private Investor

So that means in this current financial year, the CEO won't receive an award under that LTI?

Jennifer Lambert
Independent Non-Executive Director, NEXTDC

That's correct.

Doug Flynn
Non-Executive Chairman, NEXTDC

Are there any further questions from those present? Oskar?

Oskar Tomaszewski
CFO, NEXTDC

There are no further questions online, Mr. Chairman.

Operator

Chair, there are no further questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you very much. If there is no further discussion, I now put the motion to approve the reelec- Sorry, what have I done there? Just jumped over a page. So if we could now go to move to. No further discussion, I now put the motion to the meeting to adopt the remuneration report for the financial year ended 30 June 2023. Please cast your vote. I now refer you to resolution two of the notice of meeting, in respect of the re-election of Mr. Stuart Davis as a director. Mr. Stuart Davis has been an independent non-executive director since September 2013. In accordance with Article 58 of the company's constitution, he's retired by rotation and offers himself for re-election. The explanatory memorandum accompanying the notice of meeting sets out a brief description of his-

The details of the valid proxies lodged on the screen. The NEXTDC board, other than Mr. Davis, unanimously recommend that you vote in favor of this resolution. Are there any shareholders in the audience who wish to ask a question? Do we have any shareholders online, Oskar?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, there are no questions online in relation to this resolution.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. Are there any questions on the phone line, operator?

Operator

Chair, there are no phone questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Okay. If there is no discussion, I now put the motion to approve the re-election of Mr. Davis as a director of the company. Please cast your vote. I now refer you to resolution three of the notice of meeting in respect of the re-election of Dr. Doyle as a director. Dr. Doyle has been an independent non-executive director since August. Retired by rotation and offers herself for re-election. The explanatory memorandum and qualifications. You can now see the details of the valid proxies lodged on the screen. The NEXTDC board, other than Dr. Doyle, unanimously recommend that you vote in favor of this resolution. Are there any shareholders in the audience who wish to ask a question? Oskar.

Oskar Tomaszewski
CFO, NEXTDC

There are no questions online in relation to this resolution.

Operator

Chair, there are no further questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. If there's no discussion, I now put the motion to approve the re-election of Dr. Doyle as a director of the company. To Resolution 4 of a notice of meeting in respect of the election of Mrs. Leftakis as a director of the company since August 2023. In accordance with Article 57.1 of the Company's Constitution and Listing. The explanatory memorandum accompanying the notice of meeting sets out a brief description of her experience and qualifications. You can now see the details of the valid proxies lodged on the screen. NEXTDC board, other than Mrs. Leftakis, unanimously recommend that you vote in favor of this resolution.

Wayne Arthur
Shareholder, Private Investor

I'm pleased to see that you're a member of the Institute of Company Directors. It means that you have a good way of keeping up with governance and law concerning companies. Do a due diligence before they join a board, and I'm sure you did that. In doing your due diligence, did you gain any insights as to why this company has been consistently unprofitable, only making a profit one year out of five?

Doug Flynn
Non-Executive Chairman, NEXTDC

I think you're going to have to answer that.

Maria Leftakis
Non-Executive Director, NEXTDC

Thank you very much for the question. If you've had a look at my background, you've probably seen that I shared something for the past 30 years, and I'm very accustomed to the life cycle of a company that's trying to grow, and that requires an enormous amount of capital. So in line with the chair's comments and the CEO's comments, I absolutely know from my own personal experience as an entrepreneur, that it needs to be made to enable us to be profitable in the future. When I think of profitability, I have every confidence in this company and its strategy, and for that very reason, I've put my own money in. As soon as I became a director, I was an existing shareholder, and I've even invested more because I'm so confident in the future of this company.

I hope that gives you some comfort that I have skin in the game.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. Do we have any further questions from the. Okay, Oskar, do we have any questions online?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, there are no questions in relation to this resolution online.

Doug Flynn
Non-Executive Chairman, NEXTDC

Are there any questions on the phone line, operator?

Operator

Chair, there are no further questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you very much. If there's no further discussion, I now put the motion to approve the election of Mrs. Leftakis as a director of the company. Please cast your vote. I now refer you to resolution 5 of the notice of meeting in respect of the increase in the maximum aggregate. Company's constitution require the maximum aggregate amount of non-executive director fees for services as directors in any year, be determined by shareholders. The board has reviewed the current aggregate fee limit, which has remained unchanged since the company's 2020 AGM. The company's reasoning in this regard has been detailed in the memorandum accompanying the notice of meeting. Accordingly, the board believes it is appropriate that the current limit of AUD 1.6 million be increased by AUD 400,000. As also noted, the resolution.

Accordingly, the company will disregard any votes cast on resolution five by these parties. You can now see the details of the valid proxies lodged on the screen. No recommendation in relation to resolution five. Are there any shareholders in the audience who wish to ask a question?

Speaker 13

I'm also a very small shareholder, but this is 25% almost rise.

Doug Flynn
Non-Executive Chairman, NEXTDC

It's in the aggregate fee limit. It's not, it's not an increase going to directors. It's in the aggregate fee limit. So that's for increases in the which the board develops over the coming years. Now, I can't give you a roadmap as to what that's going to manage the company as we go forward, particularly with our international expansion.

Speaker 13

Well, this is my first meeting, so I think I'll take it as it is, but I feel it is a lot.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. Do we, a ny further questions from the audience? Oskar, do we have any, any questions online?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, there are no questions in relation to this resolution online.

Doug Flynn
Non-Executive Chairman, NEXTDC

Are there. Operator, are there any questions on the phone line?

Operator

Chair, there are no phone questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. If there's no further discussion, I now put the motion to approve the increase of the maximum aggregate. Cast your vote. I now refer you to Resolution 6 in respect of the approval of the grant of performance rights to Mr. Craig Scroggie. ASX listing rule 10.14 requires the approval of shareholders to be sought where the company intends to issue securities under an employee incentive scheme to a related party. Mr. Scroggie is considered such a related party. The proposed issuance of performance rights constitutes the giving of a financial benefit, so we seek shareholder approval. In his role as CEO, Craig is a key executive and plays an important role in the growth of the company's business and strategic objectives. objectives. A summary of the main in the memorandum, which accompanies the notice of meeting.

You can now see the details of the valid proxies lodged on the screen. The NEXTDC board, other than Mr. Scroggie, unanimously recommends that you vote in favor of this Resolution 6. Given his interest, Mr. Scroggie makes no recommendation with respect to this resolution and is precluded from casting his vote. Are there any shareholders in the audience who wish to ask a question? Oskar, do we have any questions online?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, there are no questions online.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. Call operator, are there any questions on the phone line?

Operator

Chair, there are no phone questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. If there's no, no discussion, I now put the motion to approve the grant of performance rights to Mr. Scroggie. Please cast your vote. Resolution 6 was the final resolution, and so that concludes the formal business of the meeting. We'd now like to take time if there's any further general questions we have from shareholders. Are there any questions? Oskar, are there any shareholders online who wish to ask a question?

Oskar Tomaszewski
CFO, NEXTDC

Mr. Chairman, there are no further questions online.

Doug Flynn
Non-Executive Chairman, NEXTDC

Phone line.

Operator

Chair, there are no further questions.

Doug Flynn
Non-Executive Chairman, NEXTDC

Thank you. My thanks to all for attending. Ladies and gentlemen, that brings us to the closure of our AGM. If you intend to vote, time. As mentioned, the results of the vote will be published on the ASX later today. A sincere, sincere thanks to all our shareholders. I now declare the meeting closed. For those-

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