Origin Energy Limited (ASX:ORG)
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Apr 27, 2026, 10:34 AM AEST
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Scheme Meeting

Dec 4, 2023

Scott Perkins
Chair, Origin Energy

Good afternoon, ladies and gentlemen. Welcome to our shareholders here in Sydney, those joining us online, and all my Origin colleagues. My name is Scott Perkins, and I am the Chair of Origin Energy Limited. Before commencing today's formal proceedings, I would like to acknowledge the Gadigal people of the Eora Nation, the traditional custodians of this land, and pay my respects to their elders, past and present. Turning now to some housekeeping matters. Should there be an emergency situation, you will hear two tones. The first tone is the pre-alert tone, and you should remain seated and await directions from hotel staff. If you hear a second tone, this will be the evacuation tone, and you should move to the nearest exit. Listen to instructions from hotel staff. For any medical matters, please contact any of the staff members available.

Security will then be notified and provide first aid assistance. Please also note that this scheme meeting is being webcast live, and a copy of its recording will also be available on the Origin website after the meeting. For those in the room with us today, if you've not already done so, could you please switch your mobile phones to silent? Following the conclusion of the meeting, I will invite those shareholders present here today to join me and my fellow directors for light refreshments. I would like to note the participation at today's scheme meeting of the Origin Board of Directors and the Company Secretary, who are on the stage with me or participating remotely. Members of Origin's executive leadership team are also seated in the front row. It is now 2:00 P.M., the appointed time to resume the scheme meeting following the adjournment on the 23rd of November.

There is a quorum of shareholders present. I formally declare the meeting reopened. This scheme meeting has been convened pursuant to an order of the Supreme Court of New South Wales, made on the 18th of October, 2023 , and adjourned to today. I will take the notice convening the scheme meeting as read. The purpose of this scheme meeting is for Origin shareholders to vote on the proposed acquisition of all the shares in Origin, involving the Brookfield-led consortium and investors, and EIG, by way of a scheme of arrangement. I remind everyone that this is a shareholders' meeting, and only holders of Origin shares, their attorneys, proxies, or authorized corporate representatives are entitled to vote and speak. I would also like to briefly summarize the voting procedures that will apply to the scheme meeting.

As outlined in the Notice of Scheme meeting, the resolution to be voted on by shareholders at today's scheme meeting will be decided by a poll. The proposed resolution is set out in the Notice of Scheme meeting contained in the Scheme Booklet. Computershare has been appointed to act as scrutineers, and Boardroom, the company share registrar, will be the returning officer for the purpose of the poll. The persons who are entitled to vote on this poll are all shareholders, as at the scheme meeting record date of 7 P.M. on Tuesday, the 21st of November, 2023, including their authorized corporate representatives, attorneys, and proxy holders. As we have at our AGM, we will again be using electronic devices to vote on the resolution. If you require any assistance, please raise your hand.

If you are here as a proxy holder, you should vote using the handset device in respect of any open votes that are available to you. If you have been instructed how to vote, you must ensure that any vote you cast is in accordance with those instructions. If you are voting in more than one capacity, for example, as a shareholder and a proxy holder, you can use the same handset. Your smart card will contain all eligible voting shares in each capacity. If you wish to abstain from voting, you should select the Abstain option on your handset. I advise that on a poll, every shareholder who is present, in person or by proxy, attorney, or representative, will have one vote for each share held by him or her.

If you require assistance in submitting your vote, please raise your hand, and the staff from Boardroom will come to assist you. I now declare the poll open. You may vote at any time from now until the close of the poll. I will provide a warning before the closing of the poll. I confirm that I hold a number of open proxies as chair of the meeting. As set out in the Notice of Scheme meeting, I will vote all undirected proxies in favor of the scheme resolution. After the meeting closes, your votes will be counted by our registry Boardroom, and the results will be announced on the ASX as soon as possible. A copy of Computershare's scrutineer report will also be available on the Origin Scheme website once it is finalized.

Details of the scheme are also outlined in the Scheme Booklet and Supplementary Scheme Booklet, which were made available to Origin shareholders in accordance with orders of the Supreme Court of New South Wales. On November 23, 2023, Origin advised the ASX that it had received a non-binding and indicative revised proposal from the consortium to amend the current scheme. This necessitated Origin adjourning the scheme meeting, scheduled to be held that day, to give the board time to carefully assess the terms of the revised proposal and consider its merits for Origin shareholders. On the 30th of November, 2023, the board announced that following careful consideration of the revised proposal from the consortium, it would proceed with the vote on the current scheme of arrangement at today's meeting.

If the scheme is approved and becomes effective, the bidder will acquire all the shares in Origin Energy Limited, and Origin shareholders will receive approximately AUD 9.39 per share, details of which are set out on the screen behind me. The revised total cash payment is above the trading price of Origin shares and is at the top end of the independent expert's valuation range. The independent expert has also provided a supplementary independent expert's report, maintaining its conclusion that the scheme is fair and reasonable, and therefore is in the best interests of Origin shareholders in the absence of a superior proposal. Shareholders should also note that the current trading price of Origin is affected by the proposed scheme, and that the share price may not necessarily trade at these levels in the absence of a proposed scheme.

The total cash consideration involved in this scheme implies an enterprise value for Origin Energy of approximately AUD 20 billion. The Origin board has identified various reasons why Origin shareholders may want to vote in favor of the scheme and various reasons why they might want to vote against it. These are set out in detail in the Scheme Booklet and are summarized on the slide shown. In making our recommendation, the Origin board considered an extensive range of issues and has had regard to our overarching responsibility to act in the best interests of all Origin shareholders. The Scheme Booklet contains further information, including details regarding the risks associated with the scheme and a continued investment in Origin. The Origin board confirms that, as at the time of this meeting, no superior proposal has emerged, and we are not aware of any superior proposal, proposal likely to emerge.

The board continues to believe the scheme is in Origin shareholders' best interests and maintains its unanimous recommendation to vote in favor of the scheme. Each Origin director is voting or procuring the voting of any Origin shares held or controlled by them, as at the time of this meeting, in favor of the scheme by voting in favor of the resolution. Implementation of the scheme remains subject to the following conditions precedent: approval of the scheme resolution by Origin shareholders at the scheme meeting by the requisite majorities determined today, and approval of the scheme by the Supreme Court of New South Wales at the second court date, scheduled for the seventh of December. Origin also advises that the consortium has informed Origin that regulatory approvals from the Foreign Investment Review Board and National Offshore Petroleum Titles Administrator remain outstanding.

These approvals are conditions to the scheme under the Scheme Implementation Deed. If the remaining conditions precedent are not satisfied, including if the scheme is not approved by Origin shareholders and the court, the scheme will not proceed, and Origin Energy Limited will continue as a standalone entity listed on the Australian Securities Exchange. We will now move to the formal business of this meeting. The sole item of business is the scheme resolution, which is set out on the... in the Notice of Scheme Meeting included in the Scheme Booklet. The meeting is asked to consider, and if thought fit, pass the scheme resolution, which is shown on the screen.

For the proposed scheme to be binding, the scheme resolution must be agreed by both a majority in number of Origin shareholders present and voting on the resolution, either in person, by proxy or attorney, or in the case of a corporate holder, by duly appointed corporate representative, and at least 75% of the total number of votes cast by those Origin shareholders. We have received a number of questions and comments in advance of the meeting on the proposed resolution. While it's not possible to respond individually to each of these questions, I've touched on the material aspects raised in the outline of the scheme today. I would now like to open the scheme meeting to further questions in relation to the proposed scheme. Origin shareholders and duly appointed proxy holders, attorneys, and their corporate representatives may ask questions on the scheme resolution.

In the first instance, all questions are to be addressed to me as the chair. If you wish to speak today, please come to the microphone, identify yourself, and state whether you are here as a shareholder or proxy holder. There are microphones in each aisle. In order to allow a reasonable opportunity for all shareholders to speak, I'll limit shareholders to no more than two questions or comments at a time. If you have more than one question or comment, please ask them together upfront, and I'll respond to both. If you have additional questions, there'll be an opportunity for you to ask them once the other shareholders have had a chance to speak. Are there any questions from shareholders here in relation to the proposed scheme? Sir.

Speaker 4

Oh, you go before me. Dear me, I wanted to go last 'cause I thought someone might ask my question. This is rather... I've only been to two of these meetings in 40 years. This is my second one in 40 years, so I'm rather... Anyway, I've got questions or a question, hopefully just one or two, that don't seem to be answered in any of your very comprehensive literature, which was great. Thank you very much. I'm a small shareholder. I've traveled about 10 hours to get here, so I'm very glad the, what happened at the last meeting hasn't happened. Thank you very much. So we've got an Australian-owned and run company. I'm like a mum and dad investor, and I've seen my portfolio shrinking. This is a significant part of my portfolio.

I've seen it shrink over the years with, you know, international takeovers and this and that. Now, Origin's paying very good dividends, and I'd like you to continue to do so. I'd like it to stay in my portfolio. I can't see any reason why you'd sell the company out, overseas-owned. Like, we're Aussies, you know, we can do it, and this is an essential service. We've got the biggest power station, I understand, in, in Australia, and, despite all the aspirations of politicians, et cetera, et cetera, to change to clean, green energy, it doesn't make sense to shut down our coal-fired stuff until we've got some viable alternatives. Now, I know we, as Aussies, would see that. You would see that, wouldn't you? But some overseas mob, you know, I think we're-- we've got an essential service here. We shouldn't sell out overseas, and that was...

And also, aren't you doing yourselves out of a job? And, there you go. You've given me a very good go. You can do it, so stick with it. You can do it. Keep paying the good dividends, though, please.

Scott Perkins
Chair, Origin Energy

Thank you, shareholder, for traveling to this AGM .

Michael, thank you for the question. Thank you for coming to this the AGM, and thank you for exercising your democratic right as a shareholder. There are a number of questions within your question, but if I can just maybe raise— Madam, you'll have a chance to ask a question in a minute. Maybe if I could just attend to a couple of them. The first thing is, issues of national interest and foreign ownership are matters for government, right? Our responsibility is to act, we think, in your best interests when faced with a takeover or scheme of arrangement approach. And, of course, we consider the credentials of the bidder, but we focus on value.

And so we felt it was appropriate, remembering the stock price of Origin was in the mid-5s when we got our initial approach, that an offer at AUD 9 initially, and there have been several iterations of that since then, was an offer that deserved to be put to shareholders, for shareholders to make their own mind up on. And so that's what we did. That is our duty as directors to do that, to inform you, to make up your own mind, and we respect that decision, sir.

Speaker 4

Thank you.

Scott Perkins
Chair, Origin Energy

Thank you. Madam?

Speaker 5

... It's okay. Thank you. My name's Rowan Weir, and I've been a shareholder since you hived off from Boral. Never mind. My comment is that, it's more a comment, is that when COVID hit, we even found that we didn't make masks in this country. There was no manufacturing industry, and gradually, over the last four or five years, our industries are coming back, and it's vital that we have them, and we're in control of them. In Tasmania now, they're building a cable to come across and take it up and sell solar panels and sell energy to Indonesia. And we, as a nation, should be looking at this, exporting this, because coal's going. There's nothing, all our energies, and we need to be in charge of it.

The list goes on, but that's my main, that the energy is vital, and what will happen is we'll become second, and as we were, second-class citizens, just waiting for everything. Our universities discovered the solar and CSIRO discovered solar panels, all that, and then, because we didn't make them, they went off to China and came back from there. And this is what will happen if our energy... They will get the research from CSIRO and from the universities, and they will go. And the same with the COVID injection, the germ. It was isolated in Australia first, and then they sent it off over the world, and actually, I think we made, down in Monash, made the best... I think it was Monash, made the best vaccine.

But because, once again, it comes back from overseas, and we're in the queue, and we should be first. It's our research, it's our country, and it's our energy, and gradually, there's Asia up there, and it'll be the biggest market in the world. You've got India, Indonesia, Philippines, and you've also got the Pacific, which we owe a duty to as neighbors, to give them energy. And you know New Zealand, New Guinea. I can go, but that's my thought, and that it's vital that we are in charge of this energy, and coal is going, so we should keep our wind and whatever it is, gas. Thank you. All, enough.

Scott Perkins
Chair, Origin Energy

Thank you. Thank you, shareholder, for the, for the question. I think the singular common thread throughout this contest has been belief in Origin and its strategy and people from either sides of this debate... and, the Brookfield and EIG consortium has made very public commitments around that. And on the other side, of the contest, shareholders have expressed their view as to the long-term prospects of Origin. So under, I think, all circumstances, Origin's strategy is secure, and indeed, madam, as I think I mentioned at the AGM, and you asked a similar question, Greg Jarvis and his team are, are trialing some fantastic new technology in the battery space. Indigenous Australian world-breaking technology that we certainly hope we'll, be able to bring to fruition. So thank you for your question.

Well, it'll be used in Australia, and then if value is maximized, maybe it could be sold overseas as well. So next question. Please approach the microphone. Maybe you, sir, and then, I think the gentleman with the hat was next, and then maybe after that, sir, if you're okay. Welcome.

Speaker 6

Thank you. I'm a shareholder, Dirk von Behrens from Canberra. Can you tell me what has changed since the adjournment? The question seems to be entirely the same. We came down here, and you just adjourned.

Scott Perkins
Chair, Origin Energy

Yes.

Speaker 6

What has changed since then? Then, and do it now.

Scott Perkins
Chair, Origin Energy

Thank you for the question. I think it's a very fair question, and as I said at the adjourned extraordinary general meeting, I did apologize to those shareholders who had traveled for that AGM. The night before the AGM, we received a revised proposal. That proposal was conditional, quite complicated. Our board meeting started, I believe, at about 9:30 A.M. and finished around about midnight as we tried to really grapple with and come to terms and understand what this revised proposal was. The appropriate course of action at that point in time was to take some more time to properly understand what had been put in front of us, so we could advise you, as shareholders, as to the merits of that revised proposal.

We took a few days to do that, and then we announced last week that we would not be recommending going with the revised proposal, and that today would be, we would be voting on the original scheme. But, sir, it did take us a while, given the complexity and late notice of that proposal, to fulfill our duties to consider it in a proper and professional manner. But I do apologize again for dragging you up from Canberra to waste your time to attend an adjourned AGM. It was not within our control, I'm sad to say. Sir?

Speaker 7

Ah. Oops, sorry. I'm Kaz, a shareholder, and I've been a shareholder long enough to go back to the days of Boral when it used to form part of Boral. And the proposition that you've put forward, that the price is not right, what if the price were right? You would have got a fistful of dollars in your pocket, and where do we invest it? How can we rely on Brookfield's assurances that they will invest? They may well break it into parts and then run off with the money. I mean, you know, or pump and dump, as the expression goes. So what guarantee is there that they'll honor what they've said they'll do? I mean, there's no guarantee. These are just propositions, and once it's sold, it's entirely in their hands.

We might have a bit of money in our pocket, so what do we do with it? Similar propositions were being put forward when Santos was under siege. I think the price was about AUD 3.50, AUD 3.70. We got an offer of AUD 6 by some Americans, and there was a Chinese holding for about 20%, and they kept urging the board to accept it and et cetera, et cetera. And I asked the chairman how many dividend imputations we had, and there was something like AUD 250 million. And if it had been handed over, the shareholders would have lost AUD 250 million in dividends. How many dividend imputations have you got, franking credits, beg your pardon, have you got? And what happens if it is sold at whatever price that you say is appropriate and right price?

Scott Perkins
Chair, Origin Energy

Thank you, sir, for the question. Again, I'll address a couple of points there. The first is, clearly, were the scheme to be successful, obviously, the respective owners would pursue their strategies. However, Brookfield has been very public about what it would intend to do with Origin in the event that the scheme was successful, and that those commitments have been subjected to regulatory scrutiny by the ACCC, who, on the basis of those commitments, found public benefit. So these series of commitments, I'm sure, are not lightly made. They're clearly Brookfield's commitments, but they are really to step in behind Origin's existing plans and amplify and accelerate them. Second question, sir, is there are sufficient franking credits to pay the AUD 0.39 special dividend that is proposed as part of the scheme?

That will substantially use up all of our imputation credits, which is the reason why they were, it was included as part of the scheme consideration for your benefit. Thank you for the question.

Speaker 7

I just have one other question.

Scott Perkins
Chair, Origin Energy

Please.

Speaker 7

Assuming it falls flat-

Scott Perkins
Chair, Origin Energy

You're going over the two, but I'll let you have one more.

Speaker 7

I'm sorry. Look, that was part of one question, but anyway.

Scott Perkins
Chair, Origin Energy

Maybe this is, maybe this is still question one.

Speaker 7

Second question: If it were to fall flat have you had any conversations, discussions with AusSuper to say what they'll do instead of just saying, "No, no, no"? Where do we go from here? I mean, you know, have they got a plan to sort of add value to what is an originally a very good company, and expanding in its spheres of influence and markets and sales, and to bring benefits to all Australians right across Australia?

Scott Perkins
Chair, Origin Energy

Thank you, sir, for your

Speaker 7

Okay

Scott Perkins
Chair, Origin Energy

statement of confidence in us.

Speaker 7

I have some other questions.

Scott Perkins
Chair, Origin Energy

We have maintained a dialogue with AustralianSuper throughout this process. Thank you. Sir?

Speaker 7

Maybe I've got three questions, but they're very short. The first one is: if the scheme doesn't go ahead, will the AUD 0.39 dividend be paid?

Scott Perkins
Chair, Origin Energy

The AUD 0.39 dividend is payable as part of the scheme consideration. What we as a board will do is evaluate our dividend policy at the appropriate time. We're not making any commitments in that regard.

Speaker 8

That's very good.

Scott Perkins
Chair, Origin Energy

But we're very conscious of the franking credit balance that we have.

Speaker 8

No, but there's no guarantee that-

Scott Perkins
Chair, Origin Energy

No, there's not.

Speaker 8

... that will happen. So, shareholders can't be expecting a nice Christmas present if the... That's right.

Scott Perkins
Chair, Origin Energy

No. As you'll be aware, I'm sure, sir, in the context of these situations, the value-maximizing thing we try and do is to clear out an imputation balance in order to a franking balance, in order to pay a special dividend as part of the consideration.

Speaker 8

Understood. The second part relates to the... If the scheme doesn't proceed, and I'm not really understanding of how schemes work and all that, there's been something in the press that the bidder could come back into the market as an on-market bid and purchase 50% of the company. Now, can you explain a bit more about how that might happen? I mean, I don't know whether or not they will, but if they were to, can you explain today how... I mean, we say, "Oh, we don't want the bid to go ahead," but there's a possibility, from what I read in the press, that since they've made an offer, they can now come back with on-market and buy half the company. Can you explain a bit more about what that means?

Scott Perkins
Chair, Origin Energy

Yes. In the ordinary course of business, Origin, as in, as every public company is, is subjected to, the rule, the takeover rules, and those takeover rules, would enable, any party to launch a takeover for the company, and is, as is quite often the case, they might set a minimum acceptance threshold for that takeover, which could be 50.1%, where compulsory acquisition obviously is only triggered at 90%. So, any party is, is free to do that, whether they get a board recommendation or not. It's an entirely separate matter. What I would say is that we have negotiated, specific contractual terms with the, with the consortium, which, were they to acquire more than 4.9% of Origin, it would need to be in the context of a takeover.

What we didn't want is minority shareholdings to be accumulated. We wanted that to be in the context of a takeover, and that contractual right we have negotiated to protect shareholders.

Speaker 8

But they have now made an offer, and so if they-

Scott Perkins
Chair, Origin Energy

No, they haven't made a formal offer. No, it was a proposed amendment to the current scheme process, and we declined to amend the current scheme process and are going forward with the original scheme today.

Speaker 8

So can I just explain, so they would have to go back, come back with a formal offer-

Scott Perkins
Chair, Origin Energy

Start again.

Speaker 8

-and then have that refused, and then without that 4.9% in it. So we're quite... It's quite unlikely that there will be-- They don't have the option of actually building up to 50%, what you're saying?

Scott Perkins
Chair, Origin Energy

No. There's a takeover threshold, a point where you can't acquire more than 20% of a company without making a takeover offer anyway.

Speaker 8

Yeah, but I guess the point being, I'm just being a bit of a. That given we've got this scheme, it would appear that that is, to an outside person, that is, in fact, they've actually made an offer to buy the shares. So one would have thought that, having made the offer, if it's rejected, they could come back, but that's, you're saying that can't happen?

Scott Perkins
Chair, Origin Energy

No. We're saying that they could come back. They've made some public comments in respect of going away and considering matters, but were they to come back, the contractual terms that we've negotiated means that they could not acquire any more than 4.9% of the company without it being contemporaneous with a takeover.

Speaker 8

Okay. All right. Understood. Understood.

Scott Perkins
Chair, Origin Energy

It's quite typical of you,

Speaker 8

Yeah. No, no, I understand.

Scott Perkins
Chair, Origin Energy

They're very good questions, so I appreciate that.

Speaker 8

Yes, it's not a simple thing of them just going on the market and offering-

Scott Perkins
Chair, Origin Energy

No

Speaker 8

... AUD 8.20 and buying as many as they can at that price.

Scott Perkins
Chair, Origin Energy

Correct.

Speaker 8

'Cause that's, I think many people out there probably feel that's possibly what's been how the media's been promoting this thing, and I'm glad you clarified that situation.

Scott Perkins
Chair, Origin Energy

A very good question, sir.

Speaker 8

If I have one more question, that relates to the reason why the adjourned meeting took place, and that was a proposal by the federal government-

Scott Perkins
Chair, Origin Energy

Yes

Speaker 8

... to increase the amount of renewable, or to, we call it subsidize or to provide guarantees for 66 GW, some huge amount of energy. I guess the point is, going forward, assuming that the scheme doesn't pass, how does Origin's see—how would Origin expect to use that opportunity to expand its footprint?

Scott Perkins
Chair, Origin Energy

Yes. I'll pass that to Frank, please. Thank you.

Frank Calabria
CEO, Origin Energy

Thanks very much for the question. It's actually quite a new, it's a relatively new sort of design where the... You're absolutely right. Rather than us building and being supported by the revenues that are generated in the market-

... they're supported by contracts by the government, and that detail is yet to be presented to us, but it, it'll come down to the nature of those contracts by the government and how we think about the opportunities in that, in that regard. So that's one of the things that... It's quite a large announcement, you're right. 32 GW is a lot of, a lot of energy, but everyone will be looking at that as a fresh proposal once they reveal more detail.

Speaker 8

Sorry, Frank, I'll just carry on. But the point being that does that, because so other parties like Macquarie or other people could make use of that, does that enhance the value for Origin shareholders, or will that make it more competition out there in the market? Is that the sort of-

Frank Calabria
CEO, Origin Energy

Depending on the nature of the contracts, you would expect that a lot of people would be competing for that renewables and storage under these new, under this new scheme.

Scott Perkins
Chair, Origin Energy

Thank you, sir. Sir?

Speaker 9

John Yao is my name, and I'm a shareholder.

Scott Perkins
Chair, Origin Energy

Welcome, John.

Speaker 9

So am I right that, the answer, the simplest answer to the gentleman that just raised your question is that if you vote in favor today, then it is binding for Origin, but not binding for the consortium?

Scott Perkins
Chair, Origin Energy

No, that's not correct, sir.

Speaker 9

Okay.

Scott Perkins
Chair, Origin Energy

If the votes, the scheme votes pass the requisite majority, more than 75% by vote, more than 50% by number, then we have a binding scheme with the consortium. If the votes is not passed by the requisite majority, Origin continues as an independent assets company, as it has been.

Speaker 9

So it has to be over 75% in order to be binding?

Scott Perkins
Chair, Origin Energy

Correct.

Speaker 9

Thank you.

Scott Perkins
Chair, Origin Energy

Thank you very much. The scheme will be terminated otherwise, yeah. Sir...

Speaker 10

Good afternoon. Piers Parry is my name. I'm afraid information's been a bit thin on the ground, so I'm a little bit behind. I came along today expecting, in the belief that the price had been changed, and we had a lower offer. As a result, I withdrew my proxy. And now, just trying to look at your... I know it's not a slide anymore, but whatever was on the screen, I couldn't read it all quickly enough. Excuse my ignorance, but would you please just outline what is being offered to the ordinary shareholders?

Scott Perkins
Chair, Origin Energy

Yes, absolutely, sir. I think the reason why the price has moved around is because there is a U.S. dollar component of the offer. AUD 6.20 cash, $1.86, and an AUD 0.39 special dividend. That $1.86 has obviously moved around in value as the Australian dollar, U.S. dollar cross rate has moved around. When we announced the scheme, it was AUD 9.53. Because the Australian dollar has appreciated against the U.S. dollar in the intervening couple of weeks, today's value is AUD 9.39. So I think that is the reason why the numbers have moved around, and that element of the U.S. dollar has obviously been in place for some months. So I think that will explain-

Speaker 10

Uh-huh.

Scott Perkins
Chair, Origin Energy

-the difference.

Speaker 10

Right. Well, thank you. So today, we're voting on an offer of AUD 9.39?

Scott Perkins
Chair, Origin Energy

Today, we're voting on an offer of AUD 6.20, $ 1.86, and AUD 0.39 special dividend, which today amounts to AUD 9.39. Correct.

Speaker 10

I must admit, if you're buying something in Australia, you'd expect to negotiate in the local currency rather than having this additional complication.

Scott Perkins
Chair, Origin Energy

It-

Speaker 10

But, um-

Scott Perkins
Chair, Origin Energy

It is an additional complication. It's not uncommon, especially for businesses like Origin, where our U.S.... We have a lot of U.S. dollar exposure in our business in any event, and the value of Origin does move around intrinsically with foreign currency anyway. If we were a domestic-only business, then there would be no logic or no link to the... or need to have a U.S. dollar component. So there was some rationale for that, but it's imperfect, and I do acknowledge it means you've got to, you have to keep up with it. So again, apologies for the, for the-

Speaker 10

All right. Well, thank you. The number I rang couldn't tell me very much at all. That was last week, last Tuesday. So, all right. Thank you.

Scott Perkins
Chair, Origin Energy

Thank you, shareholder. Sir? You, please go ahead. Would you mind?

Speaker 10

Yes, I can.

Scott Perkins
Chair, Origin Energy

Thank you very much, sir.

No, no, no, no. Way to go, sir. You're-

You've got it. You've got it.

Speaker 11

Chair, Chairman, I'm a shareholder. I've been a shareholder from the Boral days, and I'm also a proxy holder.

Scott Perkins
Chair, Origin Energy

Welcome, sir.

Speaker 11

But overall, I'm very disappointed that it's come to this. For an old company of Origin, it has been a successful company on the stock exchange, but it may stay on the stock exchange as a separate company. But I'm in favor to sell it, only at the highest price. Naturally, all shareholders would want that to happen if they're in the market to sell. So I'm hoping for both my proxy and myself that it will be sold. However, the fact that it's so politicized today, and it has been, it's obvious, and it's going to get worse in the future, I would think, because most of the capital market will be owned by unit holders, superannuation funds, and there won't be many outside shareholders. So it's gonna come to that, sir.

Do you think this will happen?

Scott Perkins
Chair, Origin Energy

Shareholder, thank you for your question.

I suppose in many respects, having weighed up all of the issues and thought about Origin's future prospects, which we are very confident in, by the way, we arrived at the same conclusion that you did, and that's why we continue to recommend the scheme.

Speaker 11

Yes. Yes.

Scott Perkins
Chair, Origin Energy

There are, however, clear rules of the game in respect to schemes of arrangement and clear thresholds that need to be met.

We will see shortly whether those have been met or not.

Speaker 11

Yes. Yes.

Scott Perkins
Chair, Origin Energy

Australia has a large, diverse capital market. We have access to foreign capital. We have strong domestic savings, culture and institutions. Overall, I think some, you know, continued diversity among our shareholder base is a good thing. It's a good thing for Australia, and Origin has benefited from that over a long period of time. My final point is that AusSuper has been a very supportive shareholder in Origin for a long period of time. When Origin wasn't the flavor of the month that we've seen to have become, to have a shareholder of about 12% was actually very, very supportive of the company and enabled us to continue to invest and to make some of the, the, I think, the value-creating decisions that Frank and the management team have really overseen.

Speaker 11

Yes.

Scott Perkins
Chair, Origin Energy

We have benefited from that.

Speaker 11

Yes.

Scott Perkins
Chair, Origin Energy

-sir.

Speaker 11

Yes.

Scott Perkins
Chair, Origin Energy

But your points on the composition of capital markets I think are a really interesting one.

Speaker 11

Yeah. Thank you.

Scott Perkins
Chair, Origin Energy

Thank you .

Speaker 12

My question is about Eraring. It's a 2.8 GW power station, I believe, and the New South Wales grid's about 8 GW. Who's... Are you gonna shut down Eraring in the next two or three years, as you've been threatening, or are the other blokes gonna shut it down? If they do, it's gonna have a huge impact on the grid. The other thing is, as time goes by, all these catastrophic predictions about the climate haven't come true. I remember when it come out in 1988, had a big glossy on the Daily Mirror, the fourth and fifth page had clouds of carbon dioxide boiling us all. Nothing come true. Like the high-frequency stuff comes through, the low-frequency stuff gets trapped by this cloud of carbon dioxide, and it's the end.

By now, we're supposed to have floods everywhere and no, so none of that's happened. So my, my question would be, one, as captains of industry, shouldn't you question this whole concept of catastrophic climate change? And the second one is, or the, the original one is, you should be very careful if you shut down Eraring Power Station, if you've got nothing to back it up, now whether it's you or Brookfield, because there will be blackouts. Other countries have nuclear backup. We don't have that backup. The only baseload we got is coal. I'm an electrician. I've been an electrician 40, 50 years, and I know batteries, they don't last. They all die. As soon as you turn them on, they get weaker and weaker, and then they die. They're not biodegradable. They're not recyclable. Carbon dioxide is. They are... nothing renewable about them.

There's nothing renewable about a battery. You just don't renew it. It, it's gotta be broken down, and everything's toxic about it. So I rambled on a bit, but I think that we should think carefully before we sell out Eraring and we should revisit the whole concept of climate change. Thank you.

Scott Perkins
Chair, Origin Energy

Thank you, shareholder. It's obviously a scheme meeting. This is a very... You've opened up a very big topic. I think our view, our views on climate change, Eraring, the value of our peaking fleet, the need for regulatory certainty in respect of those assets that keep the system safe and secure. It's a matter of public record, our engagement with the New South Wales government in respect of the Eraring, of Eraring and the role it can play. So I won't continue to expand on that, but all of that is there as a matter of record. I do want to keep the agenda firmly on the matters of the scheme, but thank you for your question, shareholder. Are there any more questions in relation to the proposed scheme? Oh, one more.

Speaker 3

Yes, as part of the offer is in U.S. dollars. That implies a U.S. ownership. What is the makeup of the consortium that is bidding for Origin, please, in terms of countries of origin and is it a consortium of different nationalities and different companies, or how is it made up, please?

Scott Perkins
Chair, Origin Energy

... Yes, sir. I mean, the extent to which this is all being reviewed by the regulatory authorities, but on the Brookfield side, they have raised a very large $20 billion+ fund. And they're co-investing with several other significant sovereign wealth funds on that side. Similarly, on EIG, their own funds, and then other co-investors come into the structure. All of that is reviewed by FIRB.

Speaker 3

All of that is what, sorry? I missed that.

Scott Perkins
Chair, Origin Energy

Reviewed by FIRB, the Foreign Investment Review Board.

Speaker 3

So when you say sovereign wealth funds, that's in different countries. Who are the main, say, the top five countries that are putting up the big money?

Scott Perkins
Chair, Origin Energy

My understanding is the Singapore sovereign—two Singaporean sovereign wealth funds are very significant investors, and also some of the oil and gas, global oil and gas investors on the EIG side. Some out of the Middle East, some out of other geographies, but I'm not familiar with the entire shareholding list.

Speaker 3

All right, thanks.

Scott Perkins
Chair, Origin Energy

Thank you. I believe... Thank you, shareholder. I believe there are no more questions in relation to the proposed scheme, and I therefore conclude discussions on this item of business. The proxies received in respect of the scheme resolution are now shown on the screen. I will vote any undirected proxies in favor of the resolution. I now ask that shareholders cast their vote in relation to the scheme resolution if they have not already done so, as voting will be closing shortly. Abstentions are not counted when determining the outcome of the scheme resolution. Would you please indicate by raising your hand if you require more time to submit your vote? Sir, we need some, I think, some assistance with hands raised. We have another hand raised there. We're in voting, madam. We're in voting, yes, unfortunately. Thank you.

Please, sir, we'll get you some assistance.

Thank you, all. I understand that all shareholders have now voted, and accordingly, I declare the poll closed. I would like to thank shareholders for attending the meeting today and for having your say on the future of Origin. First and foremost, I would like to acknowledge that a significant number of shareholders voted on the scheme, with approximately 74% of issued capital voted on behalf of 35,300 shareholders. This demonstrates that our shareholder base has been very engaged in this process. I would like to recognize that the scheme has not been approved by the requisite majorities today. Based on the preliminary results of the meeting, approximately 69% of the votes were cast in favor. The thresholds for scheme approvals are clear. It required a 75% majority, and as a result, Origin will continue as an independent ASX-listed company.

For Origin, the process of bringing this scheme to a vote for shareholders has been a long one. Throughout this process, the team at Origin has remained focused on delivering on our strategic priorities and pursuing our ambition to lead the energy transition. On behalf of the board, I would like to thank our CEO, Frank Calabria, and his leadership team for their unwavering focus on our business and customers. I would also like to extend my gratitude to my fellow directors for their counsel and for their careful consideration they have given this transaction at every step of the process. Lastly, I would like to thank our external auditor, EY, our financial advisors, Barrenjoey and Jarden, and our external legal advisor, Herbert Smith Freehills.

The final results of this scheme meeting will be released through the ASX as soon as available, and will also be displayed on Origin's website. This now concludes the official business of the scheme meeting. I would like to extend an invitation to all attendees to join us for refreshments served outside. I now declare the scheme meeting closed.

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