Management team are also in attendance today. The company considers that it's appropriate to hold this meeting as a virtual meeting in a manner that is consistent with the requirements of the Treasury Laws Amendment Bill 2021. This virtual meeting is being held via Automic's online meeting platform. This platform enables shareholders and proxy holders to participate in this live webcast of the meeting, as well as to ask questions and submit votes. Questions can be submitted at any time. To ask the questions, just press the question and answer icon. This will be open on your screen. At the bottom of the screen, there is a section where you can type your question. Please type your question by typing your shareholder SRN or HIN. This will allow the moderator to identify you as a shareholder.
If you'd like to ask a question verbally, type in your SRN or HIN, and then type in, "I'd like to speak." Once you have finished typing, please hit Enter on your keyboard to send. Please note that while you can submit questions from now on, I will not address them until the relevant time of the meeting. Kindly include the agenda item which you'd like the question to relate. Please also note that the questions may be moderated or, if received, multiple questions on the one topic amalgamated together. All questions should be addressed to me, the chairman. I will deal with the questions personally or ask someone who is better placed to respond. When we reach the formal business of the meeting, in line with the ASX Corporate Governance Principles, voting on all resolutions will be concluded by poll.
The shareholders attending virtually and wishing to vote on the resolutions being put to by the meeting can also do so through the Automic Investor Portal. To allow shareholders time to log in, I will declare the poll open. Online voting is now open, and they remain open until they declare to close at the end of formal business. Your votes must be submitted prior to the portal being closed for them to count. Two. Notice of annual general meeting and proxies. We move now to the formal business set out in the notice of the meeting. The notice of the meeting was emailed or mailed to registered members on about the 27th of November, 2024, and is to be taken as read.
For the purpose of the poll, I appoint Matthew Hunter of Automic, the company's share registry, who examined prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. Shareholders in attendance virtually who may have already submitted a vote by proxy should know that your votes will already be counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. Please note that online voting is now open, and it remains open until the poll is declared closed. Your votes must be submitted prior to the poll being closed for them to count. Proxies have been inspected, and all those validly lodged have been accepted. Proxies have been received representing approximately 138 million shares or approximately 32% of the issued capital of the company.
All undirected proxies or open votes have been nominated the chairman of the meeting as their proxy and will cast in favor of each resolution notice of meeting. We will now proceed to the resolution set up in the notice of meeting. The proxies received in relation to all resolutions have now been displayed on screen. To consider and if fit, pass resolution one as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit questions via question and answer. Matthew Hunter, are there any questions being lodged in relation to this resolution?
We have a question from Stephen Mayne in relation to item one, general business question. Thank you for offering shareholders online access to today's AGM, but running a hybrid AGM with a physical presence is better governance. Will you do this next year? Also, I couldn't find a copy of last year's AGM webcast on your website. Out of respect for your 900-plus retail shareholders, more than 90% of whom won't be watching this AGM live online, would you please undertake to publish a full copy of the AGM webcast on the investor relations section of your website? Even better, why not lodge a copy of the full AGM transcript with the ASX, including the debate on all resolutions, not just the formal addresses?
Sure. Thanks for that question, and look, I'll take that on board, and we'll consider it. Thank you.
No other questions at this time in relation to this item.
I now motion Resolution one as an ordinary resolution as outlined in the notice of the meeting. Those attending can now vote online portal. However, you're reminded not to click on next until you have selected your vote or more resolutions. Two, to consider and if fit, pass Resolution two as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss these resolutions, please submit your questions and answer. Matthew, are there any questions that have been lodged in relation to this resolution?
There have been no questions in relation to this resolution at this time.
I now put the motion resolution two as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, they're reminded not to click on until you've selected your vote for all resolutions. Resolution three, to consider and if thought fit to pass Resolution three as an ordinary resolution as outlined in the notice of the meeting. If you wish to discuss this resolution, please submit your questions via the question and answer. Matthew, are there any questions that have been lodged in relation to this resolution?
We have a question from Stephen Mayne in relation to Resolution three, re-election of Chris Indermaur question. Our board comprises six men and only two independent directors, neither of whom is chair. This is poor governance for a company with a market capitalization of AUD 123 million today. Could the two independent directors, Chris Indermaur and William Wong, comment on what steps they take to represent and protect the company's 900 retail shareholders and whether they will push to move a model with a majority of independents and an independent chair, including by supporting the appointment of at least one female independent director before the 2025 AGM?
Thank you for that question. It's an interesting point whether how we should go about selecting independent directors and whether we should have what sort of diversity we should have on the board. I think having a diversity, not just in gender, but across having a PNG national here, having a Singapore national is an important part of diversity. But I take the point on gender diversity, and we will consider it.
I now put the Resolution three as the ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you're reminded not to click on the next until you've selected your vote for all resolutions. Resolution four, to consider and if fit, pass resolution four as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via question and answer. Matthew, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put the motion Resolution four as an ordinary resolution as outlined in the notice of the meeting. Those attending can now vote live on the portal. However, you're reminded not to click on the next until you've selected your vote for all resolutions. Resolution five to consider and if fit, pass resolution five as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit question resolution via question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
We have a question from Stephen Mayne in relation to this resolution. The question is as follows: Why does Mr. Werror need to be a voting director? Shouldn't he just be an executive of the company?
The answer to that is I'm the chairman speaking because Mr. Werror has a number of senior positions in Papua New Guinea, is a well-respected person, and we believe he adds value to the company as a director. I put the motion forward. Resolution five is an ordinary resolution as outlined in the notice of meeting. Those attending can now vote live on the portal. However, you're reminded not to click until you have selected the vote for all resolutions. Resolution six to consider and if fit, pass Resolution six as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your resolution via question and answer. Matthew, are there any questions in relation to this resolution?
We have a question from Stephen Mayne. The question is, why do we have to vote on this every year based on Singapore rules? Shouldn't we just reincorporate in Australia? What benefit do we get being incorporated in Singapore?
I'll take that on board, and we'll consider moving it back to Australia. Thank you, Stephen. I put the motion, Resolution six, as the ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you're reminded not to click on next until you've selected your vote for resolutions. Resolution seven: to consider if thought fit, pass Resolution seven as an ordinary resolution outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via question and answer. Matthew, are there any questions that have been lodged in relation to this resolution?
There have been no questions submitted for this resolution.
I now put the motion, Resolution seven, as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via online portal. However, you're reminded not to click on the next until you have selected the vote for resolution. Resolution eight, to consider and, if thought fit, pass resolution eight as an ordinary resolution as outlined in the notice of meeting. If you wish to pass this resolution, please submit your questions via question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
No questions at this time.
I now put forward the motion, Resolution Eight, as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via online portal. However, you're reminded not to click on next until you have selected your vote for resolution. Resolution Nine to consider and, if thought fit, Resolution Nine as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit the questions via the question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put the motion, Resolution nine, as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote live on the online portal. However, you're reminded not to click on next until you have selected your vote for all resolutions. Resolution 10, an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit the question via the question and answer. Matthew, are there any questions you have lodged in relation to this resolution?
There are no questions at this time.
I now put motion Resolution 10 as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via online portal. However, you're reminded not to click on next until you have selected vote for all resolutions. Resolution 11 to consider and if felt fit, Resolution 11 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put forward motion Resolution 11 as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you're reminded not to click on next until you have selected the votes for resolutions. Resolution 12 to consider and if felt fit, pass Resolution 12 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit the questions and answer. Matthew, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put the motion Resolution 12 as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you're reminded not to click next until next. The next two questions related to myself. I will now hand over the role of chair of the meeting to Mr. Chris Indermaur.
Resolution 13 to consider and if thought fit, pass Resolution 13 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via the Q&A. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
We have a question from Stephen Mayne. The question is as follows: This is a very large allocation of performance rights to our executive chair. Did we get an external advice on the appropriateness of this, and what does Richard think about stepping aside from the chairing role so that we can have better governance with an independent chair to oversee incentive grants to executives such as this one?
There's two parts to that question. The first part is this was considered by the board without external advice. However, we strongly view that this is appropriate. As for your second point about an independent chair, we'll take that on notice and consider it. I now put the motion Resolution 13 as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you are reminded not to click on next until you have selected your vote for all resolutions. Resolution 14 to consider and if thought fit, pass Resolution 14 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via the Q&A. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put the motion Resolution 14 as an ordinary resolution as outlined in the notice of meeting. Those attending can now vote via the online portal. However, you're reminded not to click on next until you have selected your vote for all resolutions. I will now hand the role of chair of the meeting back to Mr. Richard Pegum.
Resolution 15 to consider and, if thought fit, Resolution 15 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via the question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
We have a question from Stephen Mayne. The question is as follows: How can we call Chris independent when he is on the same incentive schemes as the executives? Will Chris undertake to not seek any further incentive grants at future AGMs if he wants to keep calling himself an independent director?
Look, I'll take that on board, and we'll consider it. Thank you very much. I now put forward motion Resolution 15 as an ordinary resolution as outlined in the notice of the meeting. Those attending can now vote via the online portal. However, you're reminded not to click on next until you have selected your vote for all resolutions. Resolution 16 to consider and if thought fit, pass Resolution 16 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via question and answer. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I now put the motion Resolution 16 as an ordinary resolution as outlined in the notice of the meeting. Those attending can now vote on the online portal. However, you're reminded not to click on next until you've selected your vote for all resolutions. Resolution 17 to consider if thought fit. Resolution 17 as an ordinary resolution as outlined in the notice of meeting. If you wish to discuss this resolution, please submit your questions via the question Q&A. Matthew Hunter, are there any questions that have been lodged in relation to this resolution?
There are no questions at this time.
I put forward the motion, the Resolution 17 as an ordinary resolution as outlined in the notice of the meeting. Those attending can now vote on the online portal. However, I remind you not to click on next until you have selected your vote for all resolutions. Resolution 18 to consider and if thought fit, pass Resolution 18 as a special resolution as outlined in the notice of the meeting. If you wish to discuss this resolution, please submit your questions via Q&A. Matthew Hunter, are there any questions that have been lodged in relation to this question?
We have a question from Stephen Mayne. The question is as follows: There have been many substantial protest votes against resolutions like this during the recent AGM season. It is not good practice to allow a board to selectively place up to 25% of the company's shares to anyone they like over a 12-month period, diluting the existing shareholders without compensation for their lost property rights. What is our history of doing selective placements? Why are we asking for this authority, and has there been a substantial protest vote against this resolution? Placements favor big end-of-town investors at the expense of retail, and even when retail are offered in SPP, the vast majority don't participate. The biggest victim in Australia's anything-goes capital raising system is the retail shareholder who doesn't participate, so please take this into account next time we do a capital raising.
I acknowledge your statement, and we will consider that. Thanks very much, Stephen, for that comment. I now put forward Resolution 18 as a special resolution as outlined in the notice of the meeting. Those attending can now vote via our online portal. However, you're reminded not to click on next until you have selected your vote for all resolutions. Conducting the poll. That concludes the resolutions to be voted today. As noted, we are conducting a poll on all resolutions on a note that the poll is already open. Can all shareholders voting online, please ensure that they have submitted their votes? I will allow another one minute before the poll is closed. If you have any questions in relation to the submission of the online votes, please send them through the question and answer function now. There being no further questions, I declare the poll closed.
The staff at Automic will now process the poll and the results and announce to the ASX once they are available. Other business. Is there any other business that can be lawfully brought forward? If there is business brought forward, discuss it. I could seek consultation with the company secretary if required. Okay. Are there any other questions shareholders would like to ask or raise at this time?
There are no questions at this time.
That concludes the formal part of the business, and I'd like to thank the shareholders for the attendance and declare the meeting closed. As advised earlier, the results of the poll will be announced by the ASX once they are.