Morning, everyone. My name is Diane Smith-Gander, and I am the Chair of Perenti. It is now 10:30 A.M. Perth time, and I welcome all shareholders to the company's 2026 Annual General Meeting, both here in person and online through the virtual meeting platform provided by our share registry, MUFG Corporate Markets Limited, who I will refer to as registry from this point on. If we experience any technical issues today, I may take a short recess or an adjournment may be required depending on the number of shareholders affected. If this occurs, I will of course advise you accordingly. We have a quorum present. I am looking at my company secretary, who is nodding her head, and so I now declare the Annual General Meeting open.
I acknowledge the traditional owners of the various lands from which we meet today, including the Whadjuk people of the Noongar nation, and we also acknowledge any Aboriginal and Torres Strait Islander people participating in this meeting. I pay my respects to elders past, present, and emerging, and recognize and celebrate the diversity of Aboriginal peoples and their ongoing cultures and connections to the lands and waters of Australia. Today, I am joined at the meeting by Vanessa Torres, our Managing Director and CEO. Just move it on a bit for me, Dave. Craig Laslett, an independent non-executive director and Chair of the Safety and Sustainability Committee, Andrea Sutton, an independent non-executive director and Chair of the People and Remuneration Committee, Greg Walker, an independent non-executive director, and Vince Nicoletti, an independent non-executive director who recently joined Perenti.
I am passing to you an apology from Andrea Hall, who is the Chair of our Audit and Risk Committee, who is unfortunately unwell today and therefore unable to join us. I am also joined by our group executive committee members, Michael Ellis, Chief Financial Officer, Gabrielle Iwanow, President Contract Mining, Ben Davis, President Drilling Services, Raj Ratneser, President Mining and Technology Services, and Cameron Bailey, our Chief Strategy Officer. Also in attendance today are Helen Bathurst, a partner at PricewaterhouseCoopers, who is the company's external auditor, and Rachel Meadows, partner in the sustainability assurance area at PwC. Now, I ask that all shareholders who are attending the meeting in person ensure that they have registered their attendance with the registry at the entrance to the meeting. Shareholders and validly appointed proxies, corporate representatives, and attorneys will have received a yellow admission card.
Non-voting shareholders will have received a blue admission card. Please note, only those shareholders or proxy holders with a yellow or blue admission card will be allowed to ask questions or make comments on the company at the meeting. For those shareholders who are attending online, please follow the virtual meeting online guide via the link on your screen to register for a voting card and cast your votes online, and to ask questions and make comments on the company. You will only be able to ask questions or make comments once you have registered to vote. So I invite shareholders who are attending online to send through any questions as soon as possible after registration. Do not wait until the point of each resolution is read. The notice of this meeting was released to the ASX on the 11th of September 2026 and made available to all shareholders.
If there's no objection, that notice of meeting will be taken as read. No objections? Thank you. The procedure for today's meeting will be as follows. First, I will give a short address, and this will be followed by the Managing Director and CEO's address to shareholders, and then we'll move on to the formal items of business as set out in the notice of meeting. All items of business will be voted on via a poll. Instructions regarding the poll will be given prior to the commencement of the poll, and the results of the poll will be tallied and announced via the ASX platform as soon as the results are available. After the poll has closed, shareholders will have an opportunity to ask questions about or make comments on the management of the company.
Shareholders who are attending virtually can ask questions via the online facility, either in writing or orally through the web phone facility. Let me move to my address. Mining remains one of the world's most important industries, supporting economic development, energy security, and the supply of resources that underpin modern life. As our industry evolves and mining becomes more complex, the need of asset owners for trusted partners with the scale, expertise, and capability to deliver safe, efficient, and sustainable outcomes has never been greater. Through our diversified mining services platform and market-leading underground mining and drilling capabilities, Perenti supports clients across the mining life cycle to discover, develop, and extract the resources the world depends upon. Against this backdrop, financial year 2026 was another year of strong performance for Perenti.
We delivered on our safety and market commitments, continued to execute our strategy with discipline, and reinforced our position as a trusted global mining services provider. Importantly, we maintained the consistency that has become a defining feature of the business, further strengthening confidence among our clients, investors, and other stakeholders. None of this would be possible without our people. Across Perenti, nearly 10,000 employees bring the commitment, capability, and professionalism required to operate in some of the world's most challenging environments. Their efforts enable us to deliver value for our clients safely, create opportunities in the communities in which we operate, and generate returns for shareholders. On behalf of the board, let me thank all of our people for their outstanding contribution throughout the year. Safety remains the foundation upon which everything else is built.
While we're encouraged by the progress being made across the group, our focus remains firmly on eliminating life-changing events and harm. We continue to strengthen the systems, leadership capability, and technologies that help protect our people and reduce their exposure to critical risks. Initiatives such as Hands of Steel, together with advances in automation, data analytics, and artificial intelligence, are helping improve both safety outcomes and operational performance. Safety, of course, also extends beyond physical risk. Creating workplaces that are safe, respectful, and inclusive remains central to our culture and the way we operate. This commitment continues to guide our actions across the organization as we work to create an environment where every person can perform at their best. Financial year 2026 was a year of strong safety and financial performance. Consistent earnings, disciplined cash generation, and a strong balance sheet continue to underpin the company's success.
This financial strength provides the flexibility to invest in future growth opportunities while maintaining our commitment to delivering returns to shareholders and creating long-term value. A significant milestone during the year was the successful transition of leadership following the appointment of Vanessa Torres as Managing Director and Chief Executive Officer. Leadership succession is one of the most important responsibilities of any board, and I am pleased that this transition was executed in an orderly and considered manner while maintaining business momentum and performance. Vanessa brings extensive experience across the global mining industry and a deep understanding of the challenges and opportunities faced by our clients. Her focus on people, performance, innovation, and partnership aligns strongly with Perenti's principles and strategic priorities.
Since joining the company, she has engaged extensively with our workforce, clients, and stakeholders and quickly developed a strong understanding of the strengths that underpin our business and the challenges we face. I am confident she will build upon the strong foundations already in place and help lead Perenti through its next phase of growth and evolution. We, of course, thank her predecessor, Mark Norwell, for his outstanding contribution to Perenti. Under Mark's leadership, Perenti evolved into a diversified global mining services group with the scale, capability, and market position it enjoys today. The strength of the business reflects his leadership and vision, and he left Perenti exceptionally well-positioned for continued success. Operationally, FY 2026 included several important milestones across the business.
Barminco secured significant opportunities in both Australia and North America, including the Fourmile Project in Nevada and major contract awards and extensions at Bellevue, Duketon, and Dalgaranga in Australia. Our Drilling Services division also continued to perform strongly, reinforcing its position as a leading global drilling provider. We recently announced the sale of BTP, further simplifying the group and sharpening our focus on our core mining services businesses of underground mining and drilling. Collectively, these outcomes demonstrate the strength of our client relationships, the quality of our operational delivery, and the disciplined execution of our strategy. These achievements, together with our focus on disciplined capital management and cash generation, have contributed to delivering the strongest balance sheet in Perenti's history. This position provides resilience, supports investment in future growth opportunities, and gives the board greater flexibility in allocating capital to create long-term value.
For shareholders, the benefit of this strength is clear. It has enabled the board to continue returning capital through dividends and our share buyback program while ensuring the company remains well-positioned to pursue future opportunities. Maintaining that balance between rewarding shareholders today and investing for tomorrow remains a key focus of your board. The board was pleased to welcome Vince Nicoletti as a non-executive director during the year. Vince's extensive experience across mining, energy, and services sectors further strengthens our capability as we continue to support management and execute our strategy. Tim Longstaff left the board, and we congratulate him on assuming the chair role at Aurizon and thank him for his incredibly valuable contribution to Perenti. Tim's unique blend of intellect, enthusiasm, and challenge served Perenti well. Looking ahead, the board remains confident in Perenti's future. The long-term fundamentals supporting our industry remain strong.
Demand for specialist mining services continues to grow, and Perenti remains well-positioned to capitalize on these opportunities. Most importantly, we have talented and committed people across the business who continue to strengthen client partnerships, drive operational performance, and create enduring value for all stakeholders. My fellow directors, your stewardship and guidance throughout the year has been of very high order. The group executive has displayed exemplary leadership during a year of successful transition, and we are delighted with Vanessa's impact to date. To our clients, we value the trust you place in Perenti and the partnerships we have built together. To our shareholders, your ongoing confidence in our strategy and our people continues to be greatly appreciated. Most importantly, let me recognize again the contribution of every one of our people.
Their commitment, professionalism, and care for one another are the foundation of Perenti's success and remain central to the future we are building together. Thank you to you all. It's now my pleasure to invite Perenti Managing Director and CEO, Vanessa Torres, to address shareholders.
Thank you, Diane, and good morning everyone. It is a privilege to address you today as Managing Director and Chief Executive Officer of Perenti. I have spent the last six months listening, learning, and meeting many of our people, clients, and stakeholders. What has impressed me most is the quality of our 10,000 people, the strength of our culture, the pride our teams take in supporting the success of our clients, and the way safety is embedded across the organization. Every day, our people support clients across the mining lifecycle, from exploration and development to production, drawing in our mining, drilling, and technology capabilities. At the heart of this portfolio is our position as a global leader in underground mining and drilling, built on decades of experience, deep technical expertise, and a proven track record of delivery.
These strengths make Perenti a truly exceptional company and provide a strong platform for future growth. I am incredibly proud to lead Perenti at this point in its journey. We are a business built on strong values, enduring partnerships, and a clear sense of purpose. Across the organization, there is a strong commitment to safety. Whether speaking with frontline employees, operational leaders, or members of our executive team, there is a clear understanding that nothing is more important than ensuring our people return home safely every day. Safety always comes first and is the foundation of our aim of being the safest and most productive in everything we do. Throughout FY 2026, we continued strengthening our safety culture through greater leadership engagement, improved critical risk management, and increased accountability across the business. The result was another year without fatalities and an improvement in our total recordable injury frequency rate.
While we are encouraged by this progress, we know there's always more work to do, and our focus remains firmly in preventing fatalities and life-changing events. Strong safety performance is built on more than systems and processes. It relies on open communication and the confidence to raise concerns when something does not look right, helping to ensure risks are identified and addressed. A mindset that is evident throughout Perenti. The strength of this culture underpinned another year of strong operational and financial performance. The results delivered during the year reflect the quality of the organization I have joined and the dedication of our people around the world. Perenti delivered market guidance for the fifth consecutive year, reporting underlying revenue of AUD 3.5 billion and a record underlying EBITA of AUD 340 million.
Adjusted free cash flow of AUD 182 million supported increased returns to our shareholders and enabled continued investment in high-quality growth opportunities while strengthening an already robust balance sheet. These outcomes were achieved despite ongoing geopolitical and market uncertainty and reflect the consistency of our deliver over many years. Importantly, these results did not occur by chance. They were built on years of disciplined execution and a clear focus on delivering value for clients. Our partnership with our customers, it's not about simply providing a service. It is about walking in their shoes to understand their challenges, help solve problems, and create value together. That approach is embedded across Perenti and remains one of our greatest competitive strengths. This commitment was reflected in a number of important achievements during the year.
In North America, Barminco secured the Fourmile project in Nevada, strengthening our presence in one of the world's premier mining regions. Swick also secured a number of underground drilling contracts in that region, including Fourmile. In Australia, our team secured the Bellevue underground mining contract, our largest-ever contract in Australia, together with important contract extensions at Duketon and Dalgaranga. The year also demonstrated our ability to successfully conclude contracts safely and professionally with the completion and demobilization of projects at Cobar in New South Wales, Hemlo in Ontario, Mako in Senegal, and Yaramoko in Burkina Faso. Our Drilling Services division continued to perform very strongly across multiple jurisdictions, securing new and extended contracts and reinforcing our position as a leading global business in drilling. The division was also recently recognized as the largest provider of diamond drilling worldwide by the international publication, Coring Magazine.
These outcomes demonstrate our ability to deliver sustainable growth. Just as importantly, we continue to take a strategic approach to managing our portfolio. We are focused on ensuring our capital, resources, and expertise are directed towards the areas where it can create the greatest value. The sale of BTP is a strong example of this approach. The transaction strengthens our balance sheet and enables us to focus on the businesses where we see the greatest opportunities for growth and value creation, while positioning BTP for an exciting new chapter focused on their continued growth and customer success. A key reason I am excited about Perenti's future is the talent and commitment of our people, from the frontline to senior management. Over the last six months, I have met with more than 1,000 people in their workplaces and shared conversations and meals across Australia, Africa, and North America.
I have been inspired by their journeys and seen firsthand how our amazing people are committed to learning, improving, and supporting one another. We continue to invest in developing that capability through apprenticeships, traineeships, graduate programs, and leadership development initiatives. These investments are critical not only for Perenti, but for the long-term sustainability of our industry. Our people also make a meaningful contribution to the communities in which we operate. I am particularly proud that more than 90% of our international workforce is recruited locally. This creates employment opportunities, develops skills, and leaves lasting benefits in the regions where we work. Initiatives such as our underground training center in Tanzania demonstrate the importance we place in building local capability and creating enduring value beyond the mine gate. Looking ahead, I believe Perenti is exceptionally well-positioned.
As demand for specialist mining services continues to grow, we see a record pipeline valued at approximately AUD 20 billion, with a strong concentration in Australia and North America. We have also seen our copper pipeline double over the last year. Our leadership in drilling and underground mining, combined with our diversified services platform and disciplined approach to execution, gives us confidence in our ability to capture these opportunities and continue delivering value for shareholders. We will continue strengthening safety performance across the business. We will deepen our partnerships with clients and focus relentlessly on operational excellence. We will invest in our people and build capability for the future. We will pursue growth opportunities in a strategic manner, ensuring they create value for our people, clients, shareholders, and our broader stakeholders.
Before I conclude, I would like to acknowledge the board for its guidance and support since I began at Perenti, and the group executive committee for their leadership and professionalism. I would also like to recognize Mark Norwell, whose vision and leadership helped transform Perenti into the business it is today. To our clients, communities, and shareholders, thank you for your trust, partnership, and support. Most importantly, I want to recognize our people. They are the heart of this organization. Their commitment, expertise, and care for one another underpin every success we achieve. I am proud to be part of Perenti, excited by the opportunities ahead, and confident about the future we will build together. I will now hand back to Diane. Thank you.
Thank you, Vanessa. As mentioned earlier, voting on all resolutions will occur today by way of a poll. After each item of business has been introduced, there will be an opportunity for shareholders to ask questions of the board in relation to that item of business before casting their vote for that resolution. I am asking you to please limit your questions to the items of business that we are being discussed at a particular point, because there will be time for more general questions at the conclusion of the meeting. If you are using the web phone facility, please ensure that you mute the webcast meeting before you use your web phone. Please note that voting prohibitions apply to resolutions one, four, and five under the Corporations Act, and voting exclusions apply to resolutions four and five under the ASX Listing Rules.
Now, if you are in any doubt as to whether a voting exclusion or voting prohibition applies to you, please refer to that notice of meeting or speak with the registry at the registration desk outside the physical meeting here. A representative of the company share register, MUFG, will be conducting the poll as Returning Officer. As Chair of the meeting, I still retain the right to make all final decisions as to who may vote, the votes cast, and the declaration of the results of the poll. I would like now to call on Kathryn Noon from the registry to advise shareholders on the procedure for conducting a poll in the meeting and via the online platform. Thanks, Kathryn.
Today, we will be conducting a poll on all resolutions. The persons entitled to vote on this poll are all shareholders, representatives of shareholders, and proxy holders. Only those who are entitled to vote at this meeting may cast a vote on a resolution. For those attending the meeting in person, you can cast your vote by filling out the yellow voting card. Please vote for, against, or abstain on your voting card for each of the resolutions. If you have any questions, please see one of the MUFG team members at the registration desk outside this room. For those shareholders participating in the meeting via the online platform, you can cast your vote by using the electronic voting card that you received on your validation of registration.
If you have any questions about casting your vote online, please refer to the virtual meeting guide or call the number set out in the guide or on the screen in front of you. If you are in attendance today as a proxy holder and hold open votes, those votes are yours to cast at your discretion, and you can do so by voting on each resolution accordingly. I now hand back to the Chair.
Thank you, Kathryn. I now declare the poll open, and we will move on to the formal business of the meeting. The first item of business is the financial report and accounts. Under the Corporations Act, the company is obliged to lay before this meeting the last audited financial statements, the sustainability report, climate-related financial disclosures, and the related reports, which were dated the August 21st, 2026. No resolution is required, but I now invite shareholders to comment or ask questions on the financial reports and accounts of the company. Questions may also be asked of the auditors in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. For those attending the meeting in person, please address all questions to me as the Chair.
If you wish to speak, please speak clearly into the microphone provided so that all shareholders can hear your comment or question. When I direct, please state your name before speaking and hold your yellow or blue admission card so that I can see that you are indeed a shareholder or proxy holder. For those who are participating via our online platform, you will be able to submit questions by registering as a shareholder or proxy holder and selecting the Ask a Question tab, or by utilizing the web phone facility. I will consider the questions submitted online after I have taken questions from the floor and from shareholders using the web phone facility. Out of fairness to everyone, I ask that you limit your questions to one at a time. I will only accept questions and comments on the resolution that is being considered.
Are there any questions or comments from shareholders who are in attendance today on the reports and accounts? Seeing no questions. Are there any questions from web phone participants?
There are no questions from shareholders participating by web phone.
Thank you. Do we have any in writing?
Yes, we do.
Thank you.
Madam Chair.
Jono, and you will read that out for me.
I will. This one's from Stephen Mayne, and please bear with me. It is a little bit lengthy. It's directed towards our auditors and the relationship that we've had with PwC. He's looked up and noted that Perenti has had PwC auditing our accounts for 37 years, back to 1989, and queried how many times we've gone to competitive tender, and if so, when was the last tender, and when we are next likely to run a tender.
Thank you. I would normally have asked Andrea Hall, our Chair of Audit and Risk, but she is an apology today. I'll handle that question. Thank you for it, Stephen. The facts outlined in the question are indeed correct. PwC has been auditing the precursor companies of Perenti since 1989. I think the point I would raise is that in 2019, Perenti, as currently structured, with Ausdrill and Barminco came together and then later in 2023, DDH1 joined the group. So the group has evolved. It's that period from 2019 that I think is most relevant to consider why we would not have made a change of auditor during that period. PwC has particular expertise in African jurisdictions, and that's been a very relevant part of our consideration to not make a change from that time from 2019.
What we have done is at each auditor rotation, when the partner comes to the end of their term, to look closely and test market. We have not gone to formal tender during that period. Current external auditor partner, Helen Bathurst, here with us today, is completing her third year in post. When that comes to its inevitable change and we consider rotation, the Audit and Risk Committee is tasked with considering whether it would be appropriate at that point to proceed to tender. We have not made a decision at this point. Audit and Risk will consider the matter within the company's context at that point in time. So thank you for the question. I think it's highly relevant in today's environment, something that the board is very comfortable has been handled extremely well by Audit and Risk, and we have been well served.
Thank you to our auditors.
No questions.
Okay, we are not seeing any further questions, so we will now move to the next item of business. Under the Corporations Act, listed companies are required to include as part of their directors' report a remuneration report, which includes very specific information. The directors have prepared that remuneration report to June 30th, 2026, and it is included in the annual report, pages 96 to 113. The Corporations Act also requires that companies put to shareholders a resolution that the remuneration report be adopted. The board believes that the current remuneration arrangements are fair and reasonable and that the 2026 Remuneration Report demonstrates alignment of remuneration outcomes with the company's performance and delivery of value to our shareholders. I now move that the remuneration report of the company for the financial year ended June 30th, 2026 be adopted.
Under the Corporations Act, the vote is advisory only, and it does not bind the directors or the company. However, we take shareholder feedback very seriously and will continue to review our remuneration framework to ensure that it remains appropriate. Voting exclusions apply to this resolution, as described in the notice of meeting, and the proxy votes that have been received in relation to this resolution are displayed on slide 13. Any open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. At the company's last AGM, the votes cast against the remuneration report represented less than 25% of the total votes cast, and a spill resolution will therefore not be required for this AGM. Are there any comments or questions in respect of Resolution 1 from shareholders in attendance here today?
Let me acknowledge Bob Kelliher from the Australian Shareholders Association. Welcome, Bob. You are the monitor for the ASA, and we very much appreciate the engagement of the ASA with Perenti specifically, but with the practice of shareholding more broadly. Thank you for waving your yellow voting card at me. There is a microphone just behind you.
Thank you, Chair. As you say, I am Bob Kelliher from the Australian Shareholders Association. I am representing 16 other small shareholders with about 200-odd thousand shares. Can I thank you for facilitating the pre-AGM meeting, where we went through most of the items and sorted out most of the questions. On the remuneration report, as we noted, the short-term incentive is paid on annual achievements, 2/3 in cash. It starts to look like annual remuneration rather than a net risk part of the remuneration. That also, the long-term incentive in Table 5 has a confusing meaning of performance and outcome, which makes that table very difficult for shareholders to understand. In fact, there are some, well, errors, typographical errors, or just errors in setting out that makes it difficult to understand. As a result, we are unable to support this resolution.
Bob, thank you so much. As you pointed out, we did go through this in a bit of detail. I might ask Andrea Sutton if we can maybe get a microphone to Andrea as our Chair of the REM committee to make a couple of comments about the matters. We have made quite some changes in our remuneration arrangements to consider what is the appropriate deferral percentages and also minimum shareholding requirements. We are very focused on making sure that at-risk remuneration is actually that, at-risk remuneration. Andrea, I will hand over to you for some additional comments.
Thanks, Diane, and thanks, Bob, for your comments. We appreciate the feedback on the table and as we discussed in our meeting, and we will certainly be looking to ensure that we are clearer in the future, including ensuring some of the language we use is understood by all of our shareholders. I think with regards to the STI deferral, as we noted in the annual report, we are actually moving the STI deferral component for the Managing Director from 1/3 to 50% for 2027. Hopefully, that will be more in line. As you can appreciate, STI deferral is about providing some short-term incentive, and when we do benchmark it, we do need to consider the fact that our executives have things like tax implications for managing STI and LTI.
We try and look for a balance with regards to STI to get a good longer-term engagement with the organization and deferral, but also giving them some support in terms of meeting some of their personal obligations. We will continue to benchmark that as we go. We have got a really fabulous REM team at Perenti, and we do check on an annual basis. We believe, with the benchmarking work that we did, we are reasonably well-aligned. Thanks for the feedback.
Any other questions in the room? Seeing no more, are there any questions from web phone participants on this item?
There are no questions from shareholders participating by web phone.
Any questions from shareholders watching online?
Yes. There is another question from Stephen Mayne, who I should have pointed out before is a shareholder. He has asked which of the proxy advisors cover us this year, and did any of them vote against the remuneration resolution? I can tell you that Glass Lewis, ISS, Ownership Matters, ACSI, all recommended for.
Thank you. That is Jono van Hazel, our Head of Investor Relations, making sure that the Chair did not forget all of the proxy advisors that cover us. Thank you so much for that support. We did offer engagement with all of those proxy advisors. Not all of them took us up on the offer, but we did have engagement, and as Jono has pointed out, everybody gave a voting recommendation of for to the people that take their service. We were well pleased with that. Any other questions? All right, thank you. Given there is no further discussion, I will now invite you all to vote on this resolution, and I will pause momentarily for that to happen. All right. We will now move to the next item of business, which is re-election of directors.
As stated in the notice of meeting, certain directors retire at the AGM, and being eligible, each offer themselves for re-election as directors at the meeting. All directors' details are set out in the Directors' Report on pages 89 to 95 of the Annual Report. Resolution 2 is the re-election of Mr. Vince Nicoletti, and details regarding Vince, one of the two directors seeking re-election, are displayed on slide 15. Vince is an Independent Non-Executive Director and a member of the Audit and Risk Committee, the People and Remuneration Committee, and the Nomination Committee. Before putting the resolution to shareholders, I will invite Vince to address the meeting and make a few remarks in support of his re-election.
Thank you, Chair. After a long executive career, I am now transitioning to a non-executive board career, and I am very pleased that Perenti appeared as an opportunity. This is a great fit for us both, Perenti and me. The majority of my career has been spent in mining, minerals processing, energy, and most importantly, in contracting. I have worked in finance, strategy, M&A, commercial, risk, and operations. I bring this to the table, and I believe that as the company pivots towards diversification and growth, I can add constructively and significantly. I have got cross-sector experience, international exposure, and importantly, a long track record as an operating CFO. My commitment to shareholders is to always keep shareholder interests front of mind and to support the company and its management on the journey of strategy execution, growth, and operating discipline. Lastly, I thank shareholders for their support. Thank you.
Thank you, Vince. I move that Mr. Vince Nicoletti, who retires in accordance with Article 59.2 of the company's constitution, and being eligible, offers himself for re-election, be re-elected as a director of the company. The board, other than Vince Nicoletti, who abstains, unanimously recommends that shareholders vote in favor of Resolution 2. The proxy votes received in relation to this resolution are displayed on slide 17. Open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from shareholders in attendance today? No, thank you. Are there any questions from web phone participants on this item?
There are no questions from shareholders participating by web phone.
Are there any questions from shareholders who sent in their questions online? No. Okay. As there are no questions, I will invite everyone to vote on this resolution, and we will take a brief pause. We will move to Resolution 3, the re-election of Andrea Sutton. Details regarding Andrea, the second director seeking re-election this year, are shown on slide 18. She is an independent non-executive director and chair of the People and Remuneration Committee, as you have just heard. She is also a member of the Safety and Sustainability Committee and, in fact, a past chair of that committee, and a member of the Nomination Committee. Before putting the resolution to shareholders, I will invite Andrea to address the meeting and make a few remarks in support of her re-election.
Thank you, Diane, and good morning. I am seeking your endorsement for my re-election as an independent non-executive director to the board of Perenti, and I appreciate the opportunity to address you today. I bring to Perenti board experience of over a 30-year career in the resources sector, with executive experience across a range of functions, including operational leadership, health, safety, and environment, and corporate activities. As part of the Perenti board, I look to support the creation of shareholder value and bring my technical and executive experience to discussions to support key business decisions. I also have the privilege to chair the People and Performance Remuneration Committee, working with the executive to ensure robust and fair remuneration outcomes for the business and the overview of organizational culture. As noted on the screen, I am a board member of the Australian Naval Infrastructure and chair of Water Corporation.
I am a non-executive director of Iluka Resources and a board member of Perth Airport and the Australian Red Cross Society. I look forward to the continued opportunity to contribute to the success of Perenti, and thank you for your support in my election.
Thank you, Andrea. I now move that Ms. Andrea Sutton, who retires in accordance with Article 60.4 of the company's constitution and being eligible, offers herself for re-election, be re-elected as a director of the company. The board, other than Andrea Sutton, who abstains, unanimously recommends that shareholders vote in favor of Resolution 3. The proxy votes that we have received in relation to the resolution are displayed on Slide 20, and any open and usable proxies held by the Chair of the meeting will be voted in favor of the resolution. Does anyone have any comments or questions from those shareholders who are in attendance today? Bob Kelliher from the Australian Shareholders Association.
Yes. Thank you, Chair. At the ASA, we have a policy of maximum number of director positions just because of workload. Andrea has got a range of different directorships, including Chair of the Water Corporation, a statewide organization. Can Andrea just give us an idea that she has enough time to devote to Perenti with all her other commitments?
Yeah.
Thank you.
Thanks, Bob. I will handle that question because, as the chair of the board, one of my responsibilities is to ensure that the board functions effectively. If you have a director who is not diligent in their approach, is not well prepared, and not across the brief, the board is not going to function effectively. One of the techniques that we use to ensure that we are getting good feedback is we conduct a board performance review on an annual basis, and every three years we get an independent external party to be part of that review process. We are using a technology tool to facilitate our performance surveys, and we have been using the same tool for a couple of years now. So it gives us the ability to have a longitudinal look and see how the board is performing. So we have those opportunities to have the conversation.
In that same three-year cycle, we will also provide director 360 feedback, where we ask each director to give individual feedback on their peers. So I think I have a really good basis to see if people are bringing what they are expected to bring to that board table, and I am very confident across all of our directors, and I have observed absolutely no red flags to suggest to me that Andrea Sutton is not completely across her brief. So hopefully that answers your question. Although, mind you, when you look at the set of things I am doing, you might as well just have asked the same question. I will say that we do give the opportunity for feedback on the chair's performance as well.
Also, actually, I should have mentioned, and I forgot, when we do the performance review, it is not just the directors sort of marking their own homework as a board. We ask those members of the group executive committee and people like our Head of Investor Relations and our Company Secretary to also participate in that survey feedback. So we are giving a really good opportunity for management to also say if they believe that the directors are potentially too busy. But very happy with the way things are going at the minute. But it is the right question to ask, so thank you for it. Anything else in the room? Any questions from web phone participants on this item?
There are no questions from shareholders participating by web phone.
Anything online? No. All right. Given there are no further questions, I now invite you to vote on the resolution, and I will take the brief pause. I know it's a very brief pause. But I think it's going okay. We will now move on to special business. Under Resolution 4, the company is seeking shareholder approval for the proposed grant of performance rights under the company's incentive rights plan to the Managing Director and Chief Executive Officer, Dr. Vanessa Torres, or her nominee, as a long-term incentive for financial year 2027. I now move that Resolution 4, as follows, and as set out in the notice of meeting, be passed as an ordinary resolution.
That for the purposes of ASX listing rule 10.14, sections 200B and 200E of the Corporations Act, and for all other purposes, approval is given to issue 651,580 performance rights under the incentive rights plan to the MD and CEO of the company, Dr. Vanessa Torres, or her nominee, as a long-term incentive for the financial year ending the June 30th, 2027, as described in the explanatory memorandum. The board, other than Vanessa Torres, who abstains, unanimously recommends that shareholders vote in favor of Resolution 4. A voting exclusion applies to this resolution, as described in the notice. The proxy votes received in relation to the resolution are displayed on slide 23, and open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Do we have any comments or questions from shareholders in attendance today?
Seeing no questions, I'll ask, are there any questions from the web phone participants on this item?
There are no questions from shareholders participating by web phone.
Do we have any questions sent in online? So as there are no questions, I will now invite you to vote on this resolution. We will move to resolution 5, where the company seeks shareholder approval for the proposed grant of STI rights under the company's incentive rights plan to the former Managing Director and Chief Executive Officer, Mark Norwell, or his nominee, as part of the short-term incentive earned for financial year 2026. I now move that resolution 5, as follows, and as set out in the notice of meeting, be passed as an ordinary resolution.
That for the purposes of ASX listing rule 10.11, and for all other purposes, approval is given to issue up to a maximum of 144,604 STI rights under the incentive rights plan to the former MD and CEO of the company, Mr. Mark Norwell, or his nominee, as part of Mr. Norwell's short-term incentive for the financial year ending the June 30th, 2026, as described in the explanatory memorandum. The board unanimously recommends that shareholders vote in favor of Resolution 5. A voting exclusion also applies to this resolution, as described in the notice of meeting, and the proxy votes that we received in relation to the resolution are displayed on slide 25. Open and usable proxies held by me as chair of the meeting will be voted in favor of the resolution. Are there any comments or questions from shareholders in attendance today?
Seeing none in the room, I ask are there any questions from web phone participants on this item?
There are no questions from shareholders participating by web phone.
Thank you. I will now take any questions from shareholders who have sent in their questions online in writing. Do we have any? No. All right, as there are no questions, I will now invite you to vote on this resolution. All resolutions have now been put to the meeting, so please ensure that you complete your vote now. If attending the meeting in person, please remain seated. The registry staff will collect the voting papers from you once you have completed voting. If you need any more time, just raise your hand and we will give you more time or assist with any questions that you have got. For those of you who are online, you will have five minutes after the poll has been closed to complete your votes.
If you have got any questions, please refer to that virtual meeting online guide or call the registry on the number that is in the guide or on the screen in front of you. I am now going to pause for a moment for the collection of the yellow voting papers. All of the yellow voting papers have been collected. Thanks, MUFG, for your confirmation. I now declare the poll closed. Online participants have a five-minute countdown appearing on your screen to complete your votes. The votes will then be counted by the registry and the results of the poll will be announced to ASX shortly. In the meantime, we will move on to other business. As I mentioned before my address, at an Annual General Meeting, shareholders are entitled to ask questions about or make comments on the management of the company.
Before calling this meeting to a close, I would like to provide shareholders with that opportunity to ask any questions that you may not have been able to ask earlier. For the online shareholders, as usual, follow the steps in the virtual meeting online guide to ask a question or make a comment. For shareholders who are attending in person, please state your name and please confirm you are a shareholder or proxy holder before speaking because your yellow voting cards have all been collected. Are there any questions or comments from shareholders who are here in attendance today? No. Okay, thank you. I am glad you had an opportunity to get all your questions out. Are there any questions or comments from shareholders on the web phone?
There are no questions from shareholders participating by web phone.
Thank you. Are there any questions online?
Yes, we've got a couple to get through, both from Stephen Mayne.
Okay, thank you.
The first I'll start with is actually a compliment. He said Perenti is very close to running a best practice hybrid AGM. He's, again, like last year, requested that we disclose the proxy votes early to the ASX and release the headcount data with the poll results, something that some other companies do. He's listed some here and asked if we're willing to-
Okay. All right. Thank you for that. Had this question from Stephen before in this forum, also, as Chair of another listed company, had that question in another place. Stephen, thank you so much for the compliment. I hope we do use this hybrid format to good effect. I have said to you, Stephen, I will say it again, when are we going to have a cup of tea and talk about this in person? I do get to the East Coast every now and then. My visa is still valid. It would be great to meet in person again and talk this through. I find it a bit of a tricky question. Everyone in the meeting today will have noticed the really strong for vote, the positive reinforcement that we receive from shareholders about the resolutions that we put before you.
I have found in other settings that there is a suggestion that if those are released, it is almost as if the board is saying, "Well, why do we have to all turn up because the vote is already in?" That is what has driven me to believe that market practice of not releasing the numbers apart from actually at the meeting when they are firm and final is the right way to go. So, like I said, Stephen, very happy to sit down and have a chat about what I might be missing in that equation.
The second question, you might want to throw to our newly appointed MD.
I love a bit of coaching before the question turns up.
But it's quite a long one again, apologies. It's actually regarding the appointment of Vanessa and the fact that mining is historically a male-dominated industry. He's queried the response from Perenti's trailblazing move into appointing a female Chair CEO leadership combination, and is it changing the culture?
That's a very good question, Stephen. Thank you so much. There's a number of people in this room that have got quite a bit to say on this topic, because as those people will have noted who are alert, not only do we have a female Chair and a female CEO, but our largest business, Contract Mining, is very ably led by Gabrielle Iwanow, who has got a multi-decade career in the industry as well. We also have Andrea Sutton, a resource industry veteran, leading our Remuneration Committee. Is this a change in culture? I do not believe that there is a difference in the culture that a female leader brings versus what a male leader brings. The culture of Perenti stands on a foundation of safety.
Safety is first always in this company, and there is absolutely no difference between our previous CEO and MD, Mark Norwell, and our current CEO and Managing Director. As the culture evolves, we've talked about psychosocial safety and how we want people to be comfortable to speak up and empowered. That's a cultural journey that I think we will always be on given the number of people we have. I think it would be really interesting, Vanessa, to hear your reflections as well, so I'll hand the microphone over to you.
Thank you. I have been in the resources industry for a little bit more than three decades. What I think happened in terms of inclusion and diversity is that the culture did change in the whole industry over the last three decades. Fortunately, today, it is about making sure everyone can come to work and bring their full selves, and that's something that I've seen markedly as I interacted with the many employees at Perenti. I do think inclusion and diversity is actually a mark of our culture. We operate in Africa, we operate in North America, we operate in Australia. What we can see is a diversity of people from different backgrounds, people from both genders in various leadership positions and at the frontline. I do think this is one thing that makes Perenti really well-positioned for the future. Mining will be on borders.
As I mentioned in my address, we actually operate internationally with 90% of our workforce recruited locally. Our ability to blend people from different backgrounds and genders makes, I would say, my transition to the company very seamless. I am very privileged to continue that trend and continue to have Perenti as a very strong company that can operate basically anywhere in the globe to provide the critical minerals the world needs in the future.
Thank you, Vanessa. We have a bit of an open mic going here. Anyone else want to lean in on this one? All right. Thank you, Stephen. I hope that addresses the question, and thanks for the opportunity to talk to it. It is obviously something that is very close to the hearts of many people in the room. Do we have any further questions? Thank you very much for your questions and comments. As mentioned earlier, the results for the poll will be available shortly and will be announced via the ASX platform. For those who have attended in person, thanks very much for your attendance and your interest. To those shareholders and visitors participating online, we are pleased that our technology worked all the way through today and enabled your attendance. Thanks, Stephen, for saying that he thinks we do the hybrid model well.
Thank you all for joining us remotely. We look forward to your continued support in the coming year. That ends the meeting, which I now declare closed. For those attending in person, please join us for some light refreshments next door. Thank you all.