Good morning, ladies and gentlemen. I would like to extend a warm welcome to our shareholders here in Sydney, those joining us online, and all of my Origin colleagues. My name is Scott Perkins, and I am the Chair of Origin Energy Limited. It's my privilege to chair Origin's Twenty-Fifth Annual General Meeting. Before I formally declare the meeting open, 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, present, and future. I would like to provide you with some important information regarding the safety procedures we all need to follow in the unlikely event of an emergency. You will note the emergency exits in the ballroom. 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 the 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 the hotel staff. For any medical matters, please contact any of the staff members available. Security will then be notified and provide first aid assistance. Thank you. It is now 10:00 A.M., and as there is a quorum of shareholders present, I formally declare the meeting open. I'm pleased to welcome all shareholders and visitors here today. In addition to those present, the holders of approximately 1.23 billion shares, or approximately 71.64% of the issued capital, are here represented by proxy. I will take the notice convening the meeting as read.
The minutes of the 2023 AGM have been signed and copies are available on request from the Company Secretary. Please also note that this meeting is being webcast live, and a copy of its recording will also be available on our website after the meeting. Before commencing formal proceedings, I would like to introduce the board and members of the senior management team who are here today. From your left are Mr. Dion Campbell, Non-Executive Director, Mr. Mick McCormack, Non-Executive Director, Dr. Nora Scheinkestel, Non-Executive Director, Mr. Greg Lalicker, Non-Executive Director, Ms. Maxine Brenner, Non-Executive Director, Mr. Frank Calabria, Chief Executive Officer and Managing Director, and to my left, Helen Hardy, Company Secretary, Ms. Ilana Atlas, Non-Executive Director, Mr. Steve Sargent, Non-Executive Director, Dame Joan Withers, Non-Executive Director.
Good morning.
In the front of the room are the other members of Origin Senior Management. If you could identify yourself, Jon Briskin, Executive General Manager of Retail, Greg Jarvis, Executive General Manager of Energy Supply and Operations, Kate Jordan, our General Counsel and Executive General Manager, Company Secretariat, at Risk and Governance, Tony Lucas, our Chief Financial Officer, James Magill, Executive General Manager of Origin Zero, Samantha Stevens, Executive General Manager of Corporate Affairs, Andrew Thornton, Executive General Manager of Integrated Gas. Also, Mr. Andrew Price of EY, the company's auditor, is also present. The order of business today will commence with my address, following which Frank will discuss our results and prospects for the coming year. Finally, we'll consider the formal business and resolutions set out in the notice of meeting.
Refreshments will be served at the end of the meeting, which will also give you the opportunity to meet with directors and management. I will now move to my address of today's meeting. It is again my pleasure to welcome you here to Origin's 25th Annual General Meeting. I also welcome those shareholders joining the meeting via webcast. Twenty-four years ago, at our first AGM, Origin celebrated reaching 1.2 million customers with 2,085 team members and a market capitalization of AUD 750 million. Today, Origin is Australia's largest energy retailer, with approximately 4.7 million customers, a dedicated team of more than 5,500 employees, and based on today's share price, our market capitalization is around AUD 17.5 billion.
In many respects, defined by the energy transition that is gathering momentum around us, Origin is entering another transformational era. While every future is uncertain, we believe we have what it takes to flourish through the energy transition. Today, both Frank, our CEO, and I will update you on our progress and why we share that confidence in Origin's prospects. Our platform, our brand, and our people define our competitive advantage. We operate a diverse portfolio of generation, assets, and a growing renewables and storage project development pipeline. We have increasingly distinctive capability in large-scale orchestration of energy loads. We enjoy ready access to gas as an important transition fuel, and also international growth through our investment in Octopus Energy. Origin is leaning into the energy transition and looking for opportunities to meet customers' rapidly evolving needs and earn attractive returns for shareholders.
That transition needs to accelerate even further if we are to replace aging and less reliable coal-fired power stations and meet emissions targets set by governments. Renewable and transmission projects are not coming online fast enough, principally through delays in the approval and construction of major projects. Origin is playing its part with a notable step change in our investments in renewables and storage project developments over the last year. Our agreement with the New South Wales government to delay the retirement of our Eraring Power Station was matched with the aim to grow renewables and storage in the portfolio to four to five gigawatts by twenty thirty. The centerpieces being a diverse program of battery investments and the acquisition of the large scale and advanced Yanco Delta Wind Farm development in New South Wales.
More broadly, our performance in FY twenty-four reflects the fruits of strategic decisions taken some years ago, which are now more broadly understood by investment markets. Whether it be the increase in value attributed to our shareholding in Octopus Energy, the progress we are making in re-platforming our retail business with Kraken, the rapid scaling of our virtual power plant, Loop, the improvement in Australia Pacific LNG's resource performance and returns from astute LNG hedging. Origin's strategy is today better understood and appreciated. When Frank addresses you shortly, he will provide a more detailed review of Origin's financial outcomes and the outlook for our company for FY twenty-five. Origin reported a significant uplift in earnings in FY twenty-four, driven by higher earnings in both the Energy Markets and Integrated Gas businesses. This performance and continued disciplined and efficient capital allocation has allowed us to increase shareholder distributions.
In June 2024, Origin updated its distribution policy to target an ordinary dividend payout in each financial year of a minimum of 50% of Adjusted Free Cash Flow. The board paid shareholders total dividends of AUD 0.55 per share, fully franked for FY 2024, an increase from total dividends of AUD 0.365 per share in FY 2023. This payout reflected a payout ratio of 73% of Adjusted Free Cash Flow. The strong balance sheet that has allowed us to pay higher returns to shareholders has also permitted us to invest in the transition consistent with our strategy. During the year, we acquired the 1.5-gigawatt Yanco Delta Wind Farm development project, the Ruby Hills and Northern Tablelands Wind Farm development projects, and the Salisbury Solar Farm development project, all strategically located in renewable energy zones within New South Wales.
We have also commenced construction of large-scale batteries at Eraring in New South Wales, Hunter Valley and Mortlake in Victoria, and secured battery offtake agreements with Supernode project in Queensland, altogether building a 1.5 gigawatt portfolio of owned and tolled battery storage systems. As a leading energy retailer, we understand our role is to provide secure, reliable, and affordable energy to Australians. Over the past year, we continued to support vulnerable customers amid a broader cost of living pressure across the economy, committing AUD 100 million for FY 2024 and FY 2025 to support customers in financial hardship. In the integrated gas business, Australia Pacific LNG continued its excellent operating performance and delivered strong cash flows again to Origin.
Origin's share of Octopus Energy's underlying EBITDA was lower than in FY 2023, reflecting lower earnings in the UK retail business, following the recovery of higher wholesale prices and tariffs in the prior period. Investment in the scaling of the international and services businesses and higher costs associated with the UK government's energy schemes also impacted Octopus's earnings. This was partly offset, however, by a 73% increase in Kraken licensing revenue and a 60% uplift in customer accounts contracted to the Kraken platform globally. Octopus's rapid growth continued with a 35% increase in UK retail customer accounts and the addition of more than nine hundred thousand international retail customer accounts, an extraordinary 190% increase during the period. Our Origin Energy Foundation, which supports education programs to empower young people in Australia to reach their potential, continued its important work.
During the year, the foundation contributed more than AUD 3.8 million to the community via grants, volunteering, in-kind donations, and workplace giving programs. I'm pleased to say that since its inception in 2010, our foundation has contributed more than AUD 41.2 million to community organizations, making a difference to the lives of so many young Australians. Origin's people donated more than 8,700 hours of their time to volunteer with the foundation's community partners, and I would like to make special mention of the foundation's leadership today through its chair, Origin Non-Executive Director, Steve Sargent.
I would also like to reflect briefly on the offer made by a consortium of investors to acquire Origin that took place through a series of proposals and culminated in the shareholder vote last December. In the discussions between the consortium and the board that occurred between August 2022 and December 2023, the board fulfilled its duties and presented the proposals to shareholders for consideration. The bid by the consortium highlighted to the broader market that Origin represents a highly strategic platform, and that we are advantageously positioned to benefit from the energy transition. During the lengthy period of engagement, progress against our strategy accelerated, and some shareholders' views of Origin's underlying value evolved accordingly. This led to the scheme not reaching the requisite shareholder majority. Prior to the shareholder vote, the board also rejected an indicative proposal for an alternative transaction.
Despite the potential for distraction during this process, the Origin team continued to focus on the business and has emerged re-energized and refocused on the opportunities that lie ahead. I want to acknowledge the leadership of CEO Frank Calabria and his executive team, and all the Origin staff throughout this lengthy process and during the year, and the wise counsel and considerable additional efforts of my board colleagues. The time is now right for the board to gain new skills and experience, and as part of that renewal, we welcomed Mr Dion Campbell as a new independent, non-executive director. Dion brings deep experience across the full life cycle of renewable energy developments, and his skills and expertise will further strengthen the board as Origin continues to execute its strategy and ambition to lead the energy transition.
Dion is seeking election to the board today, and as part of that process, he will address the meeting shortly. In addition, this meeting will mark the conclusion of Steve Sargent's service to the board after nine years as an independent, non-executive director. On behalf of the board, I would like to acknowledge Steve for his significant contribution, most recently as chair of the Remuneration, People, and Culture Committee and the Origin Energy Foundation. Thank you very much, Steve. Steve has generously agreed to continue as chair of the Origin Energy Foundation. As we look forward, we see both considerable opportunity and considerable uncertainty in the energy transition. The enormity of the task is clear. For the most part, this is no longer a debate about technologies.
We just need to focus on execution, building transmission, solar, wind, short and long duration storage, supported by the flexibility and reliability of gas peaking generation. This is the medium-term task. All the while, taking communities with us, sharing the benefits appropriately, and maintaining a clear-eyed view of where attractive returns can be generated. The speed and impact, economically, of the transition also requires regulatory certainty. Certainty to remove impediments that have resulted in the decline in gas production in southern states. Certainty to encourage continued investment in East Coast gas supply. Certainty and stability of pricing regimes to encourage retailers to invest in new products and technologies. Certainty of regulatory approval processes to get projects delivered faster, transmission built, and new distributed asset classes deployed. Origin is well-placed to navigate this transition.
It will be messy at times, but exciting, and we remain confident in the opportunities it will present us. Thank you again for joining us today and for your continued support. I now invite Chief Executive, Mr. Frank Calabria, to address the meeting.
Thank you, Scott. I would like to begin by acknowledging the Gadigal people of the Eora Nation and pay my respects to elders, past and present. I would also like to extend a warm welcome to our shareholders here in Sydney and those joining the webcast. Over the past year, Origin continued to operate in a dynamic and rapidly changing energy landscape. There is considerable interest in the energy transition, and this has brought with it greater focus and engagement from governments, policymakers, and regulators. Cost of living pressures are being acutely felt by many Australian households, and as a result, energy prices have remained in focus. As Australia's leading energy retailer, we have acted to support our most vulnerable customers. We committed around AUD 100 million in support across the 2024 and 2025 financial years, including to freeze tariffs for customers in financial hardship.
We also welcomed energy bill relief for all households provided by both federal and state governments. Electricity prices are linked to the security and reliability of electricity supply, and it is pleasing to see how well our generation fleet and gas assets perform to meet the needs of our customers and the market. Output from Eraring Power Station rose to its highest level in five years, supporting government policy to increase generation and help place downward pressure on prices for customers. Our fleet of gas peaking power stations also increased output, helping to firm the growing amount of variable renewable energy supply in the grid. And Australia Pacific LNG continued to be one of the largest suppliers to the East Coast domestic gas market. Turning now to Origin's strong operational and financial performance for the twenty twenty-four financial year.
We recorded higher earnings from energy markets and LNG trading, which more than offset lower earnings from Australia Pacific LNG and Octopus Energy. On a statutory basis, Origin announced a profit of AUD 1,397 million. That's up from AUD 1,055 million on the prior year. Our underlying profit increased by AUD 436 million to AUD 1,183 million. This has been driven by an uplift in earnings in the energy markets and integrated gas businesses. We were pleased that this strong performance enabled increased dividends to be paid to shareholders and allowed capital to be invested into the energy transition. Now, moving to operational performance. Underlying EBITDA for the energy markets division rose to AUD 1,655 million.
That's an increase of AUD 617 million on the prior year. This result was driven by increased electricity gross profit, as higher wholesale costs were recovered following a period of under recovery in the prior years. Underlying EBITDA for integrated gas was AUD 1,951 million. That's AUD 32 million higher than the prior year due to increased production and lower hedging losses, partially offset by lower commodity prices. Origin's 27.5% stake in Australia Pacific LNG, for which we are the upstream operator, delivered cash distributions of AUD 1,384 million. Net of oil hedging, those cash distributions were just slightly lower at AUD 1,367 million. While for the year, Australia Pacific LNG increased production by 3% to 694 petajoules.
That's a lot of gas to be produced by a business in Australia. Origin's share of Octopus Energy underlying EBITDA declined AUD 55 million in the year. That reflected lower earnings in the U.K. retail business, following the recovery of higher wholesale prices and tariffs in the prior period, and their continued investment in growth, which has been impressive. I am pleased to reaffirm the guidance for the 2025 financial year provided at annual results in August. Origin expects the energy market's underlying EBITDA to be between AUD 1,100 million and AUD 1,400 million, with electricity gross profit decreasing, with regulated tariffs reflecting lower wholesale costs and reduced retail margins.
Octopus Energy's EBITDA contribution is expected to be higher at between AUD 100 million and AUD 200 million, and Australia Pacific LNG production is expected to be between 685 and 710 petajoules. That's obviously at an APLNG 100% level, reflecting stable operations. This year, LNG trading is expected to make an EBITDA contribution of between AUD 400 million and AUD 450 million. All other guidance provided at Origin's full year results remains unchanged. Over the past year, we've demonstrated good momentum on our ambition and the three strategic pillars that underpin it: unrivaled customer solutions, accelerate renewable and cleaner energy, and deliver reliable energy through the transition. More customers are choosing Origin as their energy retailer, and customer accounts have grown across all key product lines to 4.7 million accounts.
Origin has the largest single retail energy customer base in Australia. Our key satisfaction measure, the Customer Happiness Index, increased by 4% to 69%, and our division that helps large customers decarbonize, Origin Zero, more than doubled the number of business customers on solutions broader than electricity or natural gas, providing digital insights, subscriptions, demand management, and electric vehicle fleet and subscription solutions. We have invested in building a market-leading virtual power plant, or a VPP, as we call it, which we believe will be an increasingly important part of our portfolio through the energy transition.F Our VPP has more than 343,000 connected services, including home batteries, electric vehicles, and hot water systems, and these can be aggregated and orchestrated to help optimize supply and demand in the grid, allowing Origin to share benefits with customers.
We've made significant progress on growing renewables and storage capacity to 45 GW by 2030. In addition to the recent acquisition of the Yanco Delta Wind Farm development project, Origin has also purchased renewable energy developer Walcha Energy. We have also committed to 1.5 GW of owned and tolled large-scale battery projects, including construction of batteries at our Eraring and Mortlake power stations, and we have offtake agreements with the Supernode battery project in Queensland. Octopus Energy continues its rapid growth as one of the world's most disruptive energy and technology companies, and in December last year, Origin increased our ownership interest from 20% to approximately 23%. In May 2024, additional investment came from two other existing Octopus shareholders and was executed at a valuation of $9 billion, representing an increase of 15% in the six months from our increased investment.
Backed by a talented and committed management team, it is my privilege to lead a workforce that has delivered a step change in progress on our strategy and rapidly transforming energy industry, while at the same time working around the clock across all of our sites to provide secure and reliable energy for our customers. Throughout the 2024 Financial Year, we remained focused on creating a workplace where all people feel valued, included, respected, and safe at work. Our key people metrics remained relatively consistent with the prior year's performance, with our total recordable injury frequency rate at 4.1. While the number of recordable injuries sustained by our workforce rose slightly compared to the prior financial year, the actual and potential severity of those injuries decreased.
Our employee engagement score held steady at 7.7 out of 10, and the number of females in senior leadership positions was 44%. Our ambition is to further improve on these metrics this year. In conclusion, Origin's diverse portfolio, leading customer position, growing renewables and storage pipeline, combined with access to international growth through our investment in Octopus Energy, has us very well placed to take advantage of emerging opportunities. As the energy transition progresses, the delivery of reliable energy will also be a critical focus, and we are positioned well with the strong gas production from Australia Pacific LNG and also the power we generate from our diverse fleet of power stations.
I am energized by both the challenges and opportunities presented by the energy transition and confident that our strategy will create sustained value and deliver strong returns for our shareholders, along with good outcomes for our customers, communities, and planet. Thank you for all attending today, and also for your ongoing support of Origin. Thanks very much.
Thank you, Frank. Ladies and gentlemen, I now turn to the formal business of today's meeting. It's my duty as chair to ensure that shareholders as a whole have a reasonable opportunity to ask questions about or comment on the management of the company, the remuneration report, and other items of business before the meeting today. To achieve this, the following procedures for this meeting will be adopted. First, please note that as this is a shareholders' meeting only, only holders of Origin shares, their attorneys, proxies, and authorized corporate representatives are entitled to vote and speak. If you are here as a proxy and have been instructed how to vote, I ask you to ensure that any vote you do cast is in accordance with those instructions. Second, you may ask questions or make comments on the management and the operations of the company.
You may also ask questions of the auditor on the conduct of the audit, the preparation and content of the auditor's report, accounting policies adopted by the company, and on any other matter relating to the independence of the auditor. If there are any questions of that nature raised today, Mr. Andrew Price of EY is available to answer them. I may also direct questions of a more detailed nature to the Chief Executive Officer, Frank Calabria, or the Chief Financial Officer, Tony Lucas, or any other unlucky member of the management team. However, in the first instance, all questions are to be addressed to me as chair. I can confirm that the external auditor did not receive any written questions from shareholders prior to the meeting.
Third, I ask that you defer any questions or comments on a specific resolution until that resolution is put to the meeting. Fourth, if you have questions relating to your personal dealings with Origin as a customer, and thank you for being a customer, I ask that you speak with the company's representatives, Vanya Pantin, after the meeting. Vanya, may I ask that you please identify yourself? Vanya's over there if you have any customer inquiries. Fifth, if you wish to speak today, please come to the microphone, identify yourself, and state whether you are here as a shareholder or a proxy holder. There are microphones in each aisle, and I will ask you to put your questions in turn. In order to allow reasonable opportunity for all shareholders to speak, I will 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 up front, and I'll respond to both. If you have additional questions, there will be an opportunity for you to ask them once other shareholders have had a chance to speak. I would like to stress that it's not in the best interest of this meeting, nor respectful of all the shareholders attending, for questions to be repeated, nor for individual shareholders to dominate proceedings with large numbers of questions. I would like to give all those shareholders wishing to ask a question, the opportunity to do so, and therefore, won't permit the repeated questioning on essentially the same matters. Finally, please ask your questions or raise your comments in a courteous and respectful way.
I now move to the first item on the notice of meeting, being the financial report and the report of the directors and auditor for the year ended 30 June 2024. These are now laid before the meeting for consideration. Please note, this item of business does not require any shareholder vote. I now open the floor for discussion. Are there any comments or questions on the financial reports or the management of the company?
I'll begin. Thank you very much, Mr. Chair, and
You might want to introduce yourself just for-
Yes.
Yes.
Yes, I was getting to that. Natasha Lee, shareholder. Firstly, I'd like to thank the board, and you, Chair, for and as well as the management team for their excellent performance this year. I don't want these questions to, sort of, sound picky, noting the excellent performance. There are a few sort of minor issues. Firstly, corporate costs did jump significantly. I did note that, it's largely been attributed to legacy matters. Just want to confirm that, that's the end of those legacy issues, and we can expect much lower levels of corporate costs going forward. There was the government grant of AUD 6 million relating to the Hunter Valley Hydrogen Hub.
Since the company's no longer continuing with hydrogen matters, but confirming that none of that's repayable, that there are no strings attached to that. And while you've set a high bar for yourself in terms of your performance, the excellent result, there was a significant drop in the cost of sales, and I take it that was because of the spike in inflationary pressures the year before. And just any comments about going forward and which you haven't already covered, as far as maintaining the performance?
Thank you very much for your questions, and I'll maybe wrap one and three together and address two as well. So look, you're absolutely right, corporate costs did increase, but I can assure you that corporate costs and overall productivity and efficiency are a matter of absolute focus for both Frank and the team and the board. It's imperative that we remain highly competitive in this energy market, not just because it's highly competitive, but because also a number of our customers have obviously are feeling the pinch in terms of their own cost of living challenges. We are right on top of opportunities to reduce our corporate costs and improve our productivity, and I expect we will have more to say on that in the coming months.
In respect of the hydrogen matter, my understanding is that it is not refundable.
Not refunded.
And I'll just maybe take this opportunity to answer a hydrogen question, sort of, possibly in advance. But, you know, we did work long and hard with both governments and our partner, Orica, investigating the feasibility of that hydrogen project. But for a number of reasons, just the complexity, the length of time it would have taken, the potential for attractive returns and the overall policy environment, both locally and globally, for hydrogen, you know, we just felt that it wasn't a priority for us, and we were unable to get real line of sight for a significant and an attractive opportunity of Origin. We do think that hydrogen will play a role eventually in the energy transition, absolutely.
And you're obviously seeing the U.S. government, through the IRA and other geographies, really accelerating their progress in hydrogen. We expect there to be progress as well, but it is just in line with our focus on renewables and our disciplined capital allocation. We didn't feel it was a sufficiently compelling opportunity for Origin itself at this time.
No, thank you very much, and like I said, I appreciate the performance and continuing hard work of the board.
Thank you very much.
I'll just add one comment. Just the corporate costs were nearly all attributable to us raising a provision for some legacy sites for some remediation to increase that provision. So it's not a reflection of the underlying operation or costs of the corporate segment.
Yeah, I did. I did see that.
Yes.
The question was, have all those legacy costs now been, you know, accounted for, and we can expect lower corporate costs going forward?
You would expect the corporate segment, in the absence of a provision, which we're not expecting to raise again, although sometimes estimating those can take some judgment and new knowledge, but in the absence of that, you should expect to see the corporate segment at what its historical cost level was.
Thank you.
Thank you.
Thank you, Mr. Chairman. My name is William Prentice, and-
Yes.
I am a shareholder in Origin for probably since the beginning. I think Boral spun it off, from memory. I've got a few questions, but I'll only ask you two to allow other people to go, and they're fairly quick. The board recommended the takeover, basically, of Origin, and this is not a judgment on the board or whatever they felt, but in retrospect, does the board feel that they made a mistake in recommending that takeover?
Yep. Look, I think it's a very good question, and thank you, shareholder, for asking it. Let me take you back to twenty twenty-two. Seems like quite a long time ago. A lot of the things that we're talking about today, Origin was well underway in terms of its progress and investment with Octopus implementing Kraken, starting to see improvements in APLNG, but it was stubbornly not being reflected in our stock price. And you know, during the engagement, initial engagement period with the bidders, the stock price fell, was right in the low AUD 5. So when the opportunity came to w hen we received the indicative proposal at AUD 9, there was only one thing that the board's duties compelled us to do, which was to present that to shareholders.
What we also did at the time, shareholder, you might recall, when the documents were published, we made it very clear that there was a wide range of risks and opportunities with Origin. You know, we're not a sort of a single product manufacturer. Actually, there are a lot of things that individual shareholders might have a particular view on, and we laid those out very clearly. We were also concerned about the potential time the transaction might take, which is why, quite innovatively, I think we included a ticking fee, a time-related fee. But the reality was the transaction took a lot longer than I think people had anticipated, and during that period of time, Origin's prospects continued to improve, and indeed, they accelerated.
You saw much more investor interest started to wake up in terms of what our shareholding and Octopus might be worth, and generally speaking, performance improved. The director's recommendation for a scheme document, as per the customary terms of no fiduciary out, is dependent upon the independent expert and their valuation. The independent expert and the valuation did not change, and the board's recommendation stayed the same, and you'll recall about 70, roughly 70% of shareholders voted in favor of it. What you will also have seen is that when the board was presented with a indicative takeover proposal, we rejected that at about AUD 0.15 less than the takeover offer.
So when we look back and we consider the overall passage of time, our directors' duty is to put this in front of you, where the stock price was originally, all the disclosures we made to enable shareholders to make their own mind up, our decision to reject the takeover, and we feel that we did meet our directors' duties, and that was the appropriate thing to do. So I hope, hopefully, that gives you the full context for the question.
Do you think, just following on from that, that you had an overreliance on the independent expert's valuation? And secondly, given what has happened, do you believe we've been lucky that it hasn't been taken over?
So the stock price is a little ahead, maybe 3% or 4%, if you roll forward time value of money and make an assessment of cost of equity from where the takeover proposal was. So shareholders clearly are no worse off, and arguably are slightly better off. The question on the independent expert report, that is the matter of law. That's how these schemes work. So we just comply with those procedures.
But as a board, you would probably have some idea what you think the company is worth, regardless of an independent expert.
We wouldn't. When the stock price was AUD 5, below AUD 5, and we ultimately ended up with a takeover offer at AUD 9.50, we wouldn't have initiated that process unless we felt it was in shareholders' best interests to review it, and that recommendation was made in the context of our own views of value.
Yeah, just following up that the... A lot of companies say when they get a lowball takeover-
Yeah
They say, "No, sorry, we've got a lot more prospects-
Yes
Good prospects ahead of us." And the directors, not some independent expert, says, "We're not even going to entertain this takeover.
Yes.
Now, at the moment, based on what you're telling me now, you feel that Origin's got a great future. That probably its share price is undervalued at this time. So if someone came to you and said, "Look, I'll give you AUD 11 a share," I'm not sure exactly what they're trading at, you'd probably say, "Look, get out of here. You know, this is a ridiculous." Or I hope you would. You wouldn't say, "Well, let's go and get an independent expert report on it." But anyway, I'll leave it at that.
Well, I feel as if I should actually answer-
Okay
Respond to your question. So we were one of those companies.
Yes. Okay.
The initial approach was in the AUD 7.
Mm-hmm.
The second approach was in the eight dollars. I think the third approach might have been in the eight dollars as well.
Yeah.
We finally landed it at nine.
Mm.
And I can assure you, shareholder, the day that transaction was announced, every shareholder we spoke to thought it was an outstanding-
Mm
Result. At the time, we as a board also reflected on a scenario where if things went much better than we thought, how might shareholders be able to make an informed decision? Which is why we did in the documents that you would have read during that period of time, go to extraordinary lengths to outline the risks and opportunities that we saw in the business.
Mm.
Yes, we do have confidence in our prospects-
Yes
but I'm not gonna make a valuation comment.
Okay
Today as AGM.
Okay, I-
But thank you, thank you for your question, and a straightforward-
Oh, now the second question now, I'm sorry. Is the composition of the board.
Yeah.
And I think you're an independent director, sir?
I certainly am.
And the only executive director is Frank.
Yes, that's right.
Now, what I thought, you've got so many, that. And I'm not a relative of the chief financial officer, I'll just make that—but normally, sometimes I have a finance director on the board, and he reports to the board, and that's a good control mechanism in that, I know Frank's an honest man and everything, but he might go off and, you know, "I'm gonna do this, recommend it to the board." Go sort of mad, spending money and so forth. "We're gonna take over this and take over that." And, I-
You haven't been sitting in our board meetings here.
I'm just guessing. I have no insider information.
Yeah.
But I think it's a good control mechanism and I noted earlier that you said, "Look, if I get some questions that relate to finance, this is the guy that's gonna answer it-
Yeah
Not Frank. And, so, my just sort of feeling on it, he's the guy that controls the numbers. He provides a brake on, certain things that, you know, if, Frank gets overambitious on things. And I would say that, you know, Frank has a big influence on the board through you. And most of the board members, they have their own specialties, and so they're probably, and I'm not, it's not a criticism, they're probably across a lot of the company, but they can't be across everything, you know?
Yeah.
And the new director we've got today, Dion, he has a specialty in a certain area and so forth, you know? So, now it doesn't sound like he's a finance guy. He's not, he's, I'm putting his head side to side. So, anyway, that's just a comment with it. And I have seen other boards where they have a finance director on board, and they report directly to you. And-
Thank you. Thank you, shareholder. You do occasionally see that. It's unusual in an Australian context to have a-
I don't think it's that unusual, actually,
Right. Thank you for your observation.
It's only because you've got so many non-executive directors.
Thank you.
I'll come back with some further questions after.
No, thank you.
Thank you, Chair. My name is Fiona Balzer. I'm a proxy holder and represent the Australian Shareholders' Association. We hold 322 proxies for around 2.3 million shares today, equivalent to about 18th in the top 20 list. I have two questions. The first is about the renewables and the capital expenditure budget. You've termed it messy and exciting. You've also mentioned the delays in the infrastructure build. Given these delays, what is the likely impact on Origin's budget and program? And is there a chance that the AUD 4-5 billion allocated will need to be lifted?
So, yes, you. It's a very good question. Thank you. And can I just acknowledge and thank the guys for their diligence, and please pass my regard, our board's regards on to Lewis, who we understand has-
Thank you.
Not made it today. So w e have given quite a bit of information to shareholders as to really how we will replace the, both the capacity and the energy that comes out upon the Eraring retirement. And to exactly to your point, the reason why we have oriented our investment into the battery projects, located mostly where they are close to transmission points of presence, most notably up at Eraring, where, you know, the coal-fired station there has obviously got a fantastic connection, good connection, and therefore, an ideal place to locate a battery. And also why we acquired Yanko Delta, was because of its advanced DA state in the DA, advanced DA process. All we're doing is awaiting final grid connection, and we obviously we look forward to getting confirmation of that.
Both those projects are more easily deliverable, where the risks of timing and capital expenditure, while they are still there, we think are more manageable. So we are orienting out of our portfolio of renewables, taking into account the uncertainties that you've reminded us of and that I've spoken to before. There is always a chance that these projects will end up costing more or less, often less, but more in due course. But that's an area of obviously intent focus from the management and the board in terms of the disciplines, how we contract the expertise in the team to get these projects built on time and on budget.
Thank you. And my second question is around Tri-Star in relation to the reversion claims against APLNG, and it's been going on for some years with no apparent resolution. The report is that should the claims be successful, Origin may be significantly affected. What is the current status of the claims, and what's the current assessed risk to Origin, please?
The litigation, you're quite right, has been ongoing, and we certainly intend to defend this litigation and pursue our claims with a great deal of intent. Our advice hasn't changed. We have confidence in our prospects, and we will see this legal process through.
Thank you.
Hello.
Hello. My name's Rowan Weir, and this will give you all entertainment because I have a habit now of taking information completely wrong incorrectly. But what it is, I'm curious about electric cars, and you kept mentioning them, and I think in Victoria, I know we can. Are we making batteries for electric cars, or what's the connection?
So the electric car, the electrification of transport is-
Yes.
One of the real opportunities
Yes.
For the energy transition.
Like, most of them.
Most of the batteries are not being made overseas, and China, in particular, is proving to be not in for car batteries to be-
Yes
A source of some very-
Yeah
Effective and well-priced battery products. For industrial-scale batteries-
Yes
There are a number of other manufacturers. We're using Wärtsilä, for example, and one of our developments, a European manufacturer, and obviously there's Tesla and others. The progress around electric vehicles is probably moving a little bit slower than we all might have thought.
Yes.
But, you know, I think the medium term, our medium-term view is that that will accelerate over time as prices come down. You're already starting to see that with new entrants into the EV market. Range improves, charging infrastructure improves.
Mm.
So we continue to see EVs as a medium, good medium-term opportunity.
Yeah.
And we offer a very attractive subscription product through our electric vehicle. If you go online, you'll be able to see all of that. So-
Yes, I-
Hopefully, that answers your question.
I was just interested because I thought that when the car industry left Australia, that we were going to make. T hey had the technology to make electric cars here.
Nothing much is happening there.
No.
Most of them are imported.
No.
Thank you, shareholder.
Any of them.
Please.
Thank you, Mr. Chairman. First of all, I should have congratulated you on all the results and things like that, and apologize to Frank. It was just more his position rather than the person involved there, so I hope that explains. You know, Frank may move on and you might get-
We are going to investigate this family connection between you two.
You right there, Tony? I'll get paid afterwards. Can I just ask? First of all, I'd like to say that I think Origin is really trying very, very hard. It's more a marketing question, and I noticed, like, it's only a very minor question with Red Energy, for example. They give you Qantas frequent flyer points, and I'm just wondering, from a marketing point of view, whether Origin can do things like that, you know? I'm not sure. I don't think they do with. But whether they sort of have some benefits like that. And it's not a lot, I don't think, because, you know, you need about a million frequent flyers to go to Bali or something to-
So, Shareholder, I'll quickly answer, and maybe Frank. So we absolutely do offer,
I do? Okay.
Similar benefits to our shareholders. You can become, pick up Everyday Rewards points.
Yeah.
Go online. So the three key product opportunities are there for you to make a choice as to whether you go more value offering, one that's got greater features. So we keep a sharp eye on all the competitor offerings to make sure we're really offering very competitive.
Oh, okay. Thanks for that. Yeah, sorry. I should have researched that, I guess. And can I ask whether Octopus and your LNG assets are they long-term assets that you're gonna hold, or are you looking at spinning them off or selling them, or, or are they something that's, you know, in ten years' time, we'll still have it there?
Our current intention is that they are long-term assets.
Okay. That's all. That's cool. And this one, I thought I'd give one to my friend, Tony. I think you'll probably. C an you-
Well, Mike, make this your last question.
Oh, oh, yeah, sorry. Yeah, yeah.
Just wanna make sure there's nobody else.
Okay. Yeah, no, no, sorry. Yeah, I'm trying to make them brief. And just the hedging policy on your currency and energy costs.
Sorry, on the which costs?
On currencies.
Oh, yes.
I think you probably hedge your electricity prices or do things like that with gas and so forth.
Yes.
So anyway.
We have a very comprehensive risk management approach that takes into account not only foreign exchange, but also oil and JKM hedging. So yes, that's actively managed with broad oversight through both the Audit and Finance Committee and also the Risk Committee. So yes, absolutely, it's very front of mind. Okay, thank you, shareholders, for questions. I'll now move to. Oh, beg your pardon.
Oh, one. It was pushing in too much. Is this working? Sorry.
Yes, please.
Joe Rollo, shareholder. I had an update, I think, relevant to the financial report. I'd like to hear on the prospects and future of the APLNG side in the context of price review requests from Sinopec, the uncertain global oil, gas situation, conflicts, and so forth, and just so if there's a bit more you can put to our future there. The other backwards comment, of course, is: Why do we sell out our portion so cheaply a few years back? But that's another thing.
So thank you, Shareholder. A, a very good question. So we continue to have really strong medium-term, long-term conviction that LNG will play an important role in the energy transition. So we decided to sell down our stake at a time where the balance sheet had very little room to maneuver, and we needed to start making some urgent progress on our renewables, on the renewables front. But we're very pleased with APLNG's performance since then. Yes, we've given notice to the Stock Exchange that our customer, who's also a very significant shareholder in the project, has triggered a price review, and that will go through the procedures set out in the agreements for that to be determined, and obviously, we won't make any more comments in that regard.
In terms of the long-term future for oil, these are commodity price predictions, and we all have our own views on that. But I think what we do look with some confidence to APLNG at the moment is its global cost competitive position. In the gas industry, as in any of the commodity industries, you need to be highly efficient. And so we think the progress that Andrew and the team and others before have made to get APLNG's costs dramatically lower than what they were still, you know, four or five years ago, really do set us in good stead, coupled with the fact that we've got ideally located into the Asian delivery time zone. We've got, I think, a very really world-class set of both shareholders and customers supporting the project.
So we continue to have good medium to long-term confidence in APLNG. Of course, over time, APLNG's reserves will start to dwindle, and we've had very strong reserves performance at very low levels of CapEx. I think going forward, you would expect, of course, us to continue to invest in reserves replacement to maintain production, and that's something that you'll see over, in due course. But in recent years, the reserves have performed extremely well. Thank you, shareholder. Okay, I will now move to the remaining items of business. Voting on each of the remaining items of business for consideration at today's meeting will be determined by means of a poll. Boardroom, the company's 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, representatives, and attorneys of shareholders and proxy holders, except those precluded by operation of law or listing rule, as set out in the notice of meeting and explanatory notes. Like we have in prior years, we'll be using electronic devices to vote on all resolutions. While many of you will have used these devices before, I will now provide some brief instructions on how to vote. First, please ensure that the smart card you received on registering today is inserted correctly into the device. Place your smart card into the top of the handset, making sure that the arrows at the bottom of the smart card are inserted and facing towards you. A welcome message and your name will appear when the card is inserted correctly.
When I open voting shortly, your device will become active, and instructions will appear on the device screen. You may use the blue, green, and red buttons to navigate through the screens. Voting options will appear on the screen. Select button one to vote for, button two to vote against, or select button three to abstain and withhold your vote. Once you have voted, confirmation that your vote has been received will also appear on the screen. You can also cancel or change your vote on any of the items by following the prompts on the screen. 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 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 subject to voting exclusions set out in the Notice of Meeting on a poll, every member who is present, in person or by proxy, attorney, or representative, will have one vote for each share held by him or her. As set out in the Notice of Meeting, I intend to cast any undirected proxies held by me as chair in favor of resolutions two to eight. I will not vote undirected proxies on the resolution nine.
If you require assistance in submitting your vote, please raise your hand, and the staff from Boardroom will come to you to assist you. I will now open the poll for voting and move to the remaining items of business. Your handsets should now be activated, and you may submit your votes at any time in case you need to leave the meeting early. But we encourage all of you to stay for the discussion and to ask any questions. If you wish to leave early, please submit your votes on the electronic device and return it to the registry staff as you exit the room. As we move through the relevant items of business, I will give you an opportunity to cast your votes using the handset.
I will also give you a final opportunity to cast your votes if you haven't already done so before I close the poll towards the end of the meeting. The process for director re-election involves an assessment by the board of the relevant director's skills, expertise, and his or her performance and contribution to the work of the board during their term, and in particular, over the past twelve months. The results of this assessment form the basis of the board's recommendation to shareholders. The next resolution is the re-election of Ms. Ilana Atlas. Ilana joined the board of the company in February 2021 and seeks her re-election by shareholders under the ASX Listing Rules and the company's constitution. Ilana is a member of the Remuneration, People, and Culture Committee and will become chair of that committee after today.
Ilana has extensive executive financial services and legal experience working in customer-centric industries and those undergoing transformation. She has a distinguished career as a non-executive director. Her experience has strengthened the board and complements the skills of existing directors. Ilana is considered an independent director by the board. Details of Ilana's biographical information are set out in the Notice of Meeting. The board, with Ilana absent, unanimously recommends her re-election. I will now ask Ilana to speak to her re-election.
Thank you. Thanks, Scott, and good morning, everybody. It's been an honor for me to serve on the Origin board for the last three years, and today I offer myself re-election for a second term. As you all know, Origin is a complex business operating in an environment of great change. It has the ambition to lead the energy transition through cleaner energy and customer solutions. As Scott and Frank have both outlined, the Origin team has made excellent progress in achieving that ambition, despite a number of challenges. In my first term as a board member, I gained a deep understanding of the business, its operating environment, and opportunities for growth through engaging with many employees, including our frontline service teams, and participating in a number of site visits.
I hope my skills and experience add to and complement the diversity and skills of the rest of the board as we work together with the primary aim of advancing your interests. A little bit about the skills and experience I bring to the board. I was trained as a lawyer and practiced in the area of corporate law. I was a partner in the legal firm, now known as King & Wood Mallesons, for fifteen years and had a number of roles at that firm, including managing partner. This time gave me experience in leading and managing a business, risk management, and governance. I then joined Westpac as Group Secretary and General Counsel, which was the beginning of a ten-year career in financial services. My time at Westpac included responsibility for human resources, corporate affairs, and sustainability.
That gave me expertise in a wide range of areas to do with people in organizations, such as recruiting, training, well-being, and safety, remuneration, succession planning, and employee relations. And as mentioned by Scott, if re-elected, and as a consequence of Steve's retirement from the board, it's proposed that I chair the Remuneration, People, and Culture Committee of the board. I've now had a fourteen-year career as a non-executive director of ASX-listed companies. I'm currently the chair of Scentre Group and was chair of Coca-Cola Amatil before it was acquired. As you know, Origin is focused on providing excellent service to its customers and implementing best practice from across industries, and I hope I bring that experience from boards of customer-centered businesses to Origin.
I'm also involved in a number of not-for-profit organizations, including as chair of Jawun, which is an organization which organizes secondments from corporates and governments to First Nations organizations. I've been very careful to ensure that I have the capacity to commit fully to Origin and its requirements, including urgent matters, and that was obviously fully tested last year. As an Origin director, I've been privileged to be part of such a capable team of directors led by Scott, and to work with Frank and the Origin team. If elected, I look forward to continuing to bring my skills and experience to the board in your interests. Thank you for the opportunity to speak to you today, and thank you for considering me for another term as your representative on the board. Thank you.
Thank you, Ilana. Is there anybody who wishes to speak on the motion?
Thank you, Mr. Chair. Natasha Lee again. Sorry, my age is showing. Getting up. Ilana and I go back a long way, so, I'll get that out front. But, yes, she gets 100% of my vote and is highly recommended as, to be re-elected. The only comment I make, not specifically about Ilana, is that, you have good female representation on the board, and I've raised this previously, but the board does need to think about seriously, diversity, diversifying, other forms of representation on the board, so it's more representative of the community, understanding the limitations of balancing the skills matrix as well. But, I'll just make that point for you. My handset's not working, so could I have a representative to...
So that I can actually vote for Ilana?
Thank you very much. Any other questions on the motion? The screen behind me shows how shareholders have directed that their proxies be cast. You'll see that 98.19% of the votes have been cast in favor of the motion. Undirected proxies held by me as the chair will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. Let me move to Resolution 3, the re-election of Mick McCormack. Mick joined the board of the company in December 2020, and seeks re-election by shareholders under the ASX Listing Rules and the company's constitution. Mick is a member of the Audit and Risk, Remuneration, People and Culture, and Safety and Sustainability committees.
Mick brings more than 37 years of experience in the energy and infrastructure sectors, including gas-fired and renewable energy power generation, gas processing, LNG, and underground storage. His experience has strengthened the board and complements the skills of the existing directors. Mick is considered an independent director by the board. Detail of Mick's biographical information are set out in the notice of meeting. The board, with Mick absent, unanimously recommends his re-election. I will now ask Mick to speak to his re-election.
Thank you, Chairman, and good morning to all participating at today's AGM. I am proud to have served as an independent director of your board for the past four years, and I enthusiastically put myself forward for re-election today. I currently serve as a member of the board's Audit and Risk, Remuneration, People and Culture, and Safety and Sustainability committees. These committees play an important part in ensuring Origin's operations and processes are held to the highest standards to ensure the company delivers on the strategic priorities for you, the shareholders, and all our stakeholders. In addition to my responsibilities as an Origin director, I am chair of Central Petroleum Limited, and since February this year, I have served as a non-executive director of Whitehaven Coal Limited.
I'm also chair of the Australian Brandenburg Orchestra Foundation, a director of the Clontarf Foundation, and the patron of the Australian Ice Hockey League. These responsibilities, combined with my almost four decades of experience in the energy and energy infrastructure sectors, mean I offer significant operational and strategic experience. I have sufficient time and the capacity to fulfill my commitments on the board of Origin. I am therefore seeking your support for re-election today, and hope to have the opportunity to continue to serve you as a member of your board. With that, thank you, Scott.
Thank you, Mick. Is there anybody who wishes to speak on the motion? The screen behind me shows how shareholders have directed the proxies be cast. You'll see that 97.61% of the votes have been cast in favor of the motion. Undirected proxies held by me as the chair will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. We now move to my re-election. Because this year I'm a candidate offering myself for re-election, I will hand over the chair to Steve Sargent, chairman of the Remuneration and People and Culture Committee, to chair this resolution.
Thank you, Scott, and good morning, everybody Scott joined the board of the company in September 2015, and was appointed as Chair in October 2020. Scott was last reelected in 2021, and accordingly seeks reelection by shareholders under the ASX listing rules and the company's constitution. Scott is Chair of the Nomination Committee and a member of the Audit and Risk Committee, the Remuneration, People and Culture Committee, and the Safety and Sustainability Committee. Scott is a high-performing director and Chair, and he continues to make valuable contributions to the board. The board believes that through his extensive experience in governance roles with large Australian corporations, as well as his experience in corporate strategy, mergers, acquisitions, and capital markets, Scott provides considerable strength and leadership to the board and its deliberations generally, as well as to the committees he serves on. Scott is considered an independent Chair by the board.
Details of Scott's biographical information are set out in the notice of meeting. The board, with Scott absent, unanimously recommends his reelection. I invite Scott to speak to his reelection.
Thank you, Steve, and good morning again, fellow shareholders. It is both a privilege and a responsibility to serve you as chairman of Origin. Since I was elected chairman in 2020, my primary focus has been to ensure the board provides both the appropriate oversight of and support for the management team in order to realize Origin's full potential. It has been a watershed year for Origin, a year where we have received well-earned acknowledgment for the strategies put in place some years ago that are now delivering returns. It's been reassuring to see Origin's sustained share price recovery, reflecting the underlying performance of the business and our strategic position as the energy transition gathers momentum. We are intensely focused on the opportunities that are being presented by one of the largest structural new allocations of capital in the global economy, the energy transition.
The confluence of new technologies, dramatically different energy market dynamics, regulatory change, and the presence of the government as a central player, mean that we need to carefully target our investments. The decisions we face in this context call upon my professional experience and the experience I've gained as a company director in other places. Matters of strategy, capital structure, and allocation are consistently in focus as we evaluate both the risk and the opportunities. Looking ahead, I'm optimistic about Origin's prospects, the strength of our customer base, the accelerating trends of lower cost renewables and storage, the accelerating demand for smarter, more sustainable energy solutions, our investment in Octopus, and the cash flows being generated from our investment at APLNG. The proof will be continuing to grow shareholder value for you all. I have the time, capacity, and energy to commit to Origin on this journey.
With the support of my board colleagues and the day-to-day leadership of our management team, I believe we have the shared determination to realize Origin's potential going forward. Thank you for your support, and I look forward to working for your best interests in the future.
Thank you very much, Scott. Is there anyone who wishes to speak on the motion?
Yes, thank you. The ASA is supporting all the candidates for election today. We are particularly pleased with the nomination of Dion Campbell, and also, we wish to thank you for your service. But pertinent to this particular resolution, we are often concerned about the workload of directors, and we acknowledge Mr. Perkins' very large company directorships and chair roles. I was wondering if he could talk to us about how you do manage those two vital entities in your. You know, how do you say that you have that capacity? We normally use the example that sometimes they all go crazy at once. Looks like yours have taken turns, as Ms. Atlas pointed out, last year was rather hectic at Origin, and Woolworths has got its turn now. Could you address how you do manage that workload, please? Thank you.
Thank you. Thank you for the question. I'll answer this in a couple of different parts of the answer. The first one is a generally accepted rule, I suppose, amongst both the proxy holders and our larger investors, that guides one's capacity, and there's a five-point system that is typically used, which awards two points for chair of and one point for a non-executive director. So I remain within that safe harbor, and I do note my pending retirement from the Brambles board at the forthcoming AGM. The second element is we get very rigorously reviewed by our colleagues.
The performance review process that all the directors are subjected to assesses both their performance and specifically, as mentioned in the resolutions, their attendance record, their contribution to work matters, and the board's own assessment of whether they indeed are actually delivering on their promise to provide that capacity to make a difference to Origin, and I was humbled and pleased, obviously, to receive that support from my shareholders who have reviewed my attendance and contribution. The final comment I'd make is, I pretty much had one of everything in the last couple of years. I think as my attendance record and feedback from colleagues confirms, have been able to absorb all of those and maintain, I think, full focus and commitment for Origin.
Thank you for unpacking that for us.
Thank you, Scott. Yes, you have a question?
Yeah, not actually, just a comment. Scott, you have my full confidence and my vote, and I appreciate the work you've done as Chair of this company.
Thank you very much for that. So the screen behind me shows how shareholders have directed their proxy votes can be cast. You will see that 93.7% of the votes have been cast in favor of the motion. Undirected proxies held by the chair will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. I'll now hand back to Scott to chair the remaining parts of the meeting.
Thank you, Steve. Resolution five is the re-election of Dame Joan Withers. Joan joined the board of the company in October 2020 and seeks re-election by shareholders under the ASX listing rules and the company's constitution. Joan is a member of the Audit and Risk Committee. Joan's career spans CEO roles in major media organizations, as well as considerable corporate governance experience as a non-executive director and a chair. She brings extensive experience in customer-centric and disrupted industries and their associated transformation, and in the governance of energy and utility companies. Joan's experience has strengthened the board and complements the skills of the existing directors. Joan is considered an independent director by the board. Details of Joan's biographical information are set out in the notice of meeting. The board, with Joan absent, unanimously recommends her re-election. I will now ask Joan to speak to her re-election.
Thank you very much, Scott, and good morning, everyone. As Scott said, my name is Joan Withers, and I'm delighted to have the opportunity to address you today in support of my re-election to the board of Origin Energy Limited. As Scott said, I've served on the board for the past four years, and I'm a member of the Audit and Risk Committee. I believe my governance and leadership experience equips me well to continue as one of your directors, and that my experience does complement the skills and qualifications of the other directors. I've formerly been a director of Meridian Energy Limited and chair of Mercury New Zealand Limited. They're both major New Zealand generator retailers.
So after sixteen years of experience in the industry, I now know and understand electricity generation, electricity trading, and retail, and I've got deep experience in maximizing shareholder value and appropriately recognizing the interests of other stakeholders in those roles. I'm currently chair of The Warehouse Group Limited, which is New Zealand's largest general merchandise retailer. In that capacity, and in my previous roles as chief executive of leading media companies, I have gained significant experience in customer-facing strategies and understanding how technology and data analytics are transforming customer interactions and customer expectations. Origin's investment in Octopus Energy in the U.K. and the adoption of its retail operating model and Kraken platform are elements that initially attracted me to this role. I've also led major organizational transformation, both in an executive and in a governance capacity.
So I am experienced and excited by the opportunities and challenges that Origin faces, and a particular passion will be continuing to work with the board and the leadership team on successfully transitioning Origin to a low-carbon future whilst preserving and enhancing shareholder value. I'm prepared, I'm able, and I'm very enthusiastic about about dedicating the time required to fulfilling my board and committee responsibilities. So I'd like to thank you for your consideration of my election to the... re-election to the board. Thank you.
Thank you, Joan. Is there anybody who wishes to speak on the motion?
Yes, Mr. Chairman. Sorry, Robert Connelly, Mr. Chairman. Just a point of order with respect to the vote on your candidacies. As I understand it, Steve mentioned that the chair's, the open votes, would be directed towards yourself. Is that, am I correct in that? That those votes were directed to you.
That is correct, and-
And that is not a conflict of interest?
It is not-
Ah.
and it is allowed, and it's clearly outlined in our notice of meeting.
No, it's not-
I'm sorry, Helen.
No, no, it's not, 'cause I'm not voting. It's handed to, to-
And-
another person to do that for us, so.
Steve is chair for that resolution during the meeting.
Right. So it was Steve who passed those-
Correct
Votes on to, Mr. Perkins?
Yes, Steve is the chair for that resolution.
Yes.
Thank you.
So I have, I haven't voted for myself, so-
Right.
That's right, yeah.
Thank you.
. Thank you. The screen behind me shows how shareholders have directed that proxy votes be cast. You'll see that 97.67% of the votes have been cast in favor of the motion. Undirected proxies held by me as the chair will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. The next resolution is the election of Dion Campbell. Dion was appointed by the directors in September 2024, and accordingly seeks election by shareholders under the ASX listing rules and the company's constitution. Prior to Dion's appointment, the company undertook all requisite background checks and concluded that it was appropriate to appoint Dion to the board. Dion is a member of the Audit, Risk and Safety, and Sustainability Committees.
Dion brings more than thirty years of experience as a non-executive director and an executive in the energy and infrastructure sectors, including in power generation and renewables. Dion has deep expertise across the full life cycle of renewable energy developments, including capital deployment, large-scale project delivery, and improving asset performance. His appointment has strengthened the board and complements the skills of the existing directors. Dion is considered an independent director by the board. Details of Dion's biographical information are set out in the notice of meeting. The board, with Dion absent, unanimously recommends his election. I will now ask Dion to speak to his election.
Thanks, Scott, and good morning, everyone. I consider Origin to be the most interesting company in the Australian energy sector, and I believe it's well-positioned to succeed as the energy transition progresses. It was therefore a pleasure to have been appointed to the board last month, and according to the listing rules, I now offer myself for election at this meeting. I have spent my entire career in the energy sector as a professional electrical engineer, including roles focused on developing, delivering, operating large-scale renewable generation projects, along with more than 10 years as a senior executive in publicly listed electricity companies. My most recent executive role was as Chief Executive of Tilt Renewables, based in Melbourne, until its sale in 2021.
I therefore have a solid operating background, a solid background in operational risk management and setting and executing strategy, public and private equity raising and M&A, mergers and acquisition transactions, health and safety, global procurement, team performance, design of remuneration structures, asset management, efficient capital allocation, and project delivery. I also have experience in adjacent sectors of mining and data storage. In addition to my role as a director of Origin, I am an operating partner at Morrison Global, a global infrastructure manager. My work at Morrison means I am currently Chair of Manawa Energy, a listed renewable generation asset owner in New Zealand. I'm on the board of Longroad Energy, a renewables developer and operator in the USA, and Managing Director of Pastoral Partners Australia, which is focused on vegetation-based carbon sequestration.
I confirm that I have the capacity to dedicate the time required to be effective as a director of Origin, and as I said earlier, I believe Origin is well-placed to create shareholder value from the energy transition, and I'm excited to add my skills and experience to your board as we work with management to make the most of the opportunities ahead. Thank you for considering my election to the board. I appreciate your support.
Thank you, Dion. Is there anyone who wishes to speak on the motion? The screen behind me shows how shareholders have directed the proxy votes be cast. You'll see that 99.18% of the votes have been cast in favor of the motion. Undirected proxies held by me as the chair will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. The next item of business on the agenda is to adopt the remuneration report of the company. The disclosures in the remuneration report focus on the company's policy for setting director and executive remuneration and the actual amounts paid to directors and key executives for the year just passed.
While the vote on the remuneration report is non-binding and advisory only, as we have done in prior years, we will take into account any comments from the shareholders and the outcome of the vote when considering the future remuneration arrangements of the company. Our remuneration framework is designed to support the company's strategy and to reward our people for its successful execution. It is designed around three principles of: to attract and retain the right people, pay fairly, and drive focus and discretionary effort. We balance performance metrics which are within management's control and those which are not, but which materially influence our shareholders' experience, such as commodity prices. We ensure our focus on long-term decision-making is reflected in the choice of short-term metrics and long-term measures of success consistent with that focus.
We reviewed the balance of fixed versus at-risk remuneration and undertook comprehensive benchmarking to ensure competitive levels of remuneration opportunity. As our strategy develops, so too will elements of the remuneration framework to ensure alignment. The Remuneration, People and Culture Committee continues to test the remuneration framework against these objectives. We review various alternative structures, engage openly with our major shareholders, proxy advisors, and remuneration experts, and seek to simplify and refine the framework in line with changing industry conditions. The directors recommend that you vote in favor of adopting the remuneration report. I now move that the remuneration report be adopted. Is there anybody who wishes to speak on the motion?
Thank you, Mr. Chair. Natasha Lee again. Generally, I'm supportive of the resolution. I note that if I'm reading the report correctly, that the long-term incentive is tested over a three-year period. Most or many ASX companies are moving towards four years. I'm not sure whether that's something which is being considered, but I'd like the board to note and consider for future extending out that long-term incentives testing regime.
Yes. Thank you for the question. I think as you would no doubt have read, set out in the remuneration report, the current LTI has two tranches.
Mm-hmm.
One of which is tested on a three-year basis, but has a two-year holding lock-
Yeah
To five years. The second element of that is three for five, held to five.
Mm.
Going forward, we're going to simplify that structure, so both structures are locked to five with a vesting decision at three.
Yeah.
So we do acknowledge that, and have structured into our remuneration arrangements, the benefit of a hold, a longer holding block.
Right. No, thanks for the clarification. Yeah, I did see that, but I, yeah, didn't fully appreciate how it worked.
No problem. Thank you. On the screen, I show how shareholders have directed the proxy votes be cast. You'll see that 96.42% of the votes have been cast in favor of the motion. I will vote available undirected proxies held by me in favor of the motion. Voting on this resolution will be by means of a poll. Please now vote on your electronic device. The next item of business involves the granting of performance share rights, or PSRs, and restricted share rights, or RSRs, under the company's long-term incentive plan to CEO and Managing Director, Frank Calabria. If this resolution is passed, the PSRs and RSRs will be granted shortly after today's meeting, but will only deliver value to Frank in future years if service and vesting conditions are achieved, as set out in the notice of meeting and the remuneration report.
These awards are part of the at-risk amounts of Frank's remuneration, designed to align his interests with those of you, our shareholders. Further details of these awards and their terms are set out in the notice of meeting and remuneration report. The directors, other than Frank, recommend that shareholders vote in favor of Resolution Eight. I now put the award of equity incentives to the meeting. The matter is now open for discussion. The screen behind me shows how shareholders have directed the proxy votes be cast. You'll see that 84.77% of the votes have been cast in favor of the motion. Undirected proxies, held by me as the Chair, will be cast in favor of the motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device.
I'm happy to take a question.
Thank you, Chair. I was just wondering if you could give us any clarification as to why there was a larger against vote on the proxies for the equity grant, given the other resolutions are so strongly supported? This isn't weak support, but still, is anyone able to give us some insight into that against vote?
So the first point I would agree with you is actually is for remuneration matters. It's actually still a very strong vote, so we appreciate shareholder support. We consulted extensively with all our major shareholders and all the major proxy advisors on the remuneration arrangements for the year. And we see the vast majority of them have come out in support of these arrangements. Most of the proxy firms have. In fact, all the proxy firms have voted in favor of the remuneration report. All the proxy firms, bar one, have voted in favor of Frank. So look, I can't speak for the individual motivations of shareholders. There will be some who, frankly, will always think that we pay everybody too much, and that might influence their voting.
I really don't know, but I do think that it's a pretty ringing endorsement of this year's performance.
Thanks.
But thank you for the question.
Thank you, Chair.
One more question, shareholder.
Yes. Charles Wiggs. I'm here in for my wife. She can't make it. I cannot agree with this. He's on a massive salary, nearly ten times the amount of the Prime Minister. He should be giving twenty-four hours a day to this job on that salary. But I do know this will pass because your voting is so corrupt, it is meaningless. Have a look at your shareholder numbers. A hundred and twenty-two, hundred and twenty-two thousand, and you realize, Mr. Chairman, it only takes two, one, two people to vote to pass this resolution. You can ask the company secretary. She will vote, she will agree with this. That is corrupt voting. Why don't we have democratic voting?
So thank you, shareholder, for your question. Regrettably, I do not agree with that conclusion at all, and let me try and explain why. Every shareholder has one vote for each share.
Why?
Because that's-
It's not democratic.
I'm not sure what your definition of democracy is, if it's not one vote for one share, and that's what the company-
My idea of democratic voting is each person has one vote.
Each share has one vote, and that's what the corporation-
No, each person has one vote. It's democratic.
Well, sir, and this is what the Corporations Law defines, and we clearly subscribe to that and comply with that. In respect of your observation around the level of remuneration, and I think Frank would agree with this, you know, it is humbling to stand in front of this meeting and be paid at the levels of remuneration for all of our senior employees. We do appreciate that these are high levels of compensation, but, sir, they are worth it in a highly competitive market for talent, for these very, very challenging jobs that are almost twenty-four seven. So whilst I understand and can empathize with the sticker shock, if it is, especially in the current environment of these degrees of employment, these rather remuneration arrangements.
Sir, they are well-earned, they are benchmarked to the competition, and we have to meet the market in order to generate the returns as you and shareholders accept.
Next election, could you put two votes? One, your method of voting and addendum voting by democratic voting, and we will see the difference. Thank you.
Thank you, shareholder. I now move to Resolution Nine, renewal of the approval of potential termination benefits. The law restricts the types and size of benefits which can be given. Oh, did you have another question, shareholder? I will take it, please.
Sorry. James Noronha. I'm a shareholder. Frank Calabria is worth his weight in gold. He's absolutely worth his weight in gold. He should be paid a lot more than what he pays. He's paid now.
Not quite sure how to respond to that one. Thank you, shareholder. I now move to the resolution with respect to potential termination benefits. The law restricts the types and size of benefits which can be given to the individuals who are key management personnel or who hold or have held, within the last three years, a managerial or executive office when their employment terminates. Essentially, those benefits need to be either approved by shareholders or fall within an exemption. We consider it prudent to seek shareholder approval so that the benefits which the company has agreed to pay to its employees or directors, but which are classified as termination benefits, can be paid to them without any breach of the law. We sought and received shareholder approval to a resolution on this topic in twenty twenty-one for a period of three years.
Shareholders are now being requested to provide a further three-year approval to the conclusion of the 2027 AGM. Details of the types of benefits and the manner in which they are calculated are set out in some detail in your notice of meeting. I would also like to reiterate what's stated in your notice, that by passing this resolution, you will not be approving any increase in changes to the existing remuneration arrangements or entitlements of relevant executives, as described in the remuneration report. You will also not be approving the provision of any new benefits to any specific relevant executive or group of them, or any variation of the existing discretion of the board or its delegate under the remuneration arrangements set out in the remuneration report.
By approving Resolution Nine, you'll be confirming the operation of the company's existing policies, the fulfillment of its existing contracts, and the exercise of its existing discretions and practices. If obtained, the approval is valid for a period of three years to the conclusion of the 2027 AGM and must be refreshed at that time if the company wants to extend beyond this term. Because they have a potential personal interest in the subject of the discretion, the directors have abstained from making a recommendation to shareholders in respect to this resolution. I now move that shareholders approve the potential termination benefits as set out in the notice of meeting. The matter is now open for discussion. Is there anybody who wishes to speak on the motion? The screen behind me shows how shareholders have directed the proxy votes be cast.
You will see that 98.75% of the votes have been cast in favor of the motion. I intend not to vote any unrestricted proxies held by me as the Chair in this motion. As indicated earlier, voting on this resolution will be by means of a poll. Please now vote on your electronic device. Has everybody who wishes to vote entered their selection? If you have not entered yet, then please do so now, as we will be closing the poll shortly. If you're having difficulty casting your votes, please raise your hand, and a member of the Boardroom will come and assist you. I now declare the poll closed. I will shortly display the results of all the resolutions put to the meeting today. The results of the poll will also be announced to the ASX.
I would like to thank all of my board colleagues and Frank Calabria, the executive leadership team, and the thousands of employees and their contractors for their dedication and commitment in the past year. Finally, I would like to thank shareholders for your ongoing support of Origin and for attending today's meeting. I declare the meeting closed. Refreshments will be served.