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AGM 2022

Nov 4, 2022

Richard Goyder
Chairman of the Board, Qantas Airways

In case of an emergency, there are two types of alarms. The first one is a beep sound. In case this alarm sounds, please look for any imminent signs of danger and note your nearest fire exit. Please prepare to evacuate. The second one is a whoop evacuate sound. Upon hearing this alarm, please exit calmly and in a safe manner through your nearest fire exit in a single file. Move clear of the exits to allow others to leave and go to the emergency meeting point. Please do not re-enter the building and advise the fire warden if someone is missing. The emergency meeting point is at Hyde Park. We now invite to the stage Uncle Michael West.

Michael West
Duty Dispatch Manager, Qantas Airways

Good day and welcome to Gadigal in the Eora lands. We'd like to say, Metropolitan would like to acknowledge that we are on the land of the Gadigal, one of the 29 clans of the Eora Nation. We'd also like to say that, as the oldest living continuous culture and civilization in the world today, Australians have a responsibility to look after our culture and our sites 'cause they're your culture and sites too, for humanity itself to protect. Think of those 40,000-year-old fish traps in Brewarrina, those dinosaur footprints in Western Australia, they're part of the dreaming stories, and wonderful stories wherever you go. Culture is all around. Metropolitan Local Aboriginal Land Council elders, board, and member would like to welcome you here today. We want you to have a safe journey home to your family, loved ones, and community.

Always was, always will be Aboriginal land, never ceded, and we can achieve great things when we all work together and walk together, and it can be achieved. Anything worthwhile is not easily attained. As Australians, we've shown that we can all pull together, for better outcomes for ourselves and our communities. You have and enjoy your festive season coming up, and make sure you take that time out for your own self-care and connect with your family, connect with your community. Thank you.

Richard Goyder
Chairman of the Board, Qantas Airways

Well, good morning, everyone. I'm your Chairman, Richard Goyder, and on behalf of the board, I'd like to welcome you all to the 2022 Qantas Annual General Meeting, which is being held both in person and online. Can I begin by thanking Uncle Michael for that terrific welcome to Country? On behalf of the board, in the spirit of reconciliation, the Qantas Group acknowledges the traditional custodians of Country throughout Australia, and we pay our respects to their elders past, present, and emerging, and extend that respect to all Aboriginal and Torres Strait Islander people joining the meeting today. I also wish to acknowledge the Gadigal people of the Eora Nation, the traditional owners of the land on which we meet today. The AGM is an important event for Qantas and one that the board looks forward to each year.

We're pleased to be able to hold this in-person component of the AGM once again, and I thank all of you on behalf of the board for participating today, whether here in person or online. Before we start, let me introduce your directors. From my far left, we have Belinda Hutchinson, who's also Chair of the Audit Committee. Michael L'Estrange. Maxine Brenner. Our Chief Executive Officer, Alan Joyce. General Counsel and Company Secretary, Andrew Finch. Todd Sampson, who dressed up for the day, and Jacqueline Hey, who's Chair of the Remuneration Committee. Tony Tyler, who's Chair of the Safety, Health, Environment and Security Committee, was unable to be with us today physically, however, he's joining us online. All directors up for re-election today will briefly address the meeting ahead of the vote on their re-election.

I'm gonna start today's meeting with a summary of the group's performance and then I'll hand over to Alan for some brief comments. After Alan's spoken, we'll move to the formal business of the meeting, including voting on the resolutions to be put to the meeting and answering your questions. Once the formalities are over, I'd like to invite those of you who are physically here to join the board for some light refreshments in the foyer. Also present here today is Julian McPherson, Caoimhe Tullio, Patrick Maloney, the senior KPMG audit partners who are available to answer any specific questions you may have about the conduct of the financial year 2022 audit. I'm pleased to confirm that a quorum is present, and I formally declare the 2022 Annual General Meeting open. Before Alan provides an update on the group's activities, I'd like to make a few comments.

This is our first in-person AGM since the pandemic. The last one was in 2019 in Adelaide. It was my first AGM as Qantas chairman. The group had posted another strong profit that year, and we were looking forward to celebrating the 100th anniversary in 2020. Of course, none of us knew the huge challenge around the corner in the form of a pandemic that shut down our industry. In human terms, it resulted in a lot of tough decisions so we could make it through to the other side. We recognize the impact that had on thousands of people who left the business. In dollar terms, the pandemic cost us AUD 7 billion in losses and more than AUD 25 billion in revenue over 2.5 years. Not only we made it through, we're recovering much faster than anyone expected.

As we announced in October, the Qantas Group expects to post a profit of between AUD 1.2 billion and AUD 1.3 billion for the first half of financial year 2023. When you consider the first half of last year was similarly sized loss, it's a turnaround of almost AUD 3 billion. Alan will talk about the factors driving that remarkable recovery, so let me briefly explain what it means. Firstly, it reinforces the board's decision to order new aircraft in mid-2022 when aviation was still dealing with the crisis. It meant we secured much better terms and better delivery slots than if we'd waited. To quickly summarize, the Airbus A220 start arriving from late 2023 as our 717s retire. The Airbus A321XLRs are due to arrive from early 2025 as our 737s are retired.

The Airbus A350, which will enable Project Sunrise, arrives in 2025. This is a huge investment in next-generation technology made possible by higher revenues through transformation, market share shift, and yield growth. These orders are great news for our people, our customers, and for Australia more broadly because of the opportunities they'll unlock over a decade and beyond. Our people have done a fantastic job getting us back into the skies safely. The difficulty of switching an industry back on after it's been frozen for more than two years is still clear to see at airports and airlines around the world. The fact that Qantas is already back to pre-COVID levels of service is a testament to our people.

We're pleased to be sharing the benefits of the recovery with around 20,000 non-executive staff eligible for a AUD 5,000 cash recovery boost and up to 1,000 Qantas share rights due to vest in August next year, and a major upgrade to our staff travel program, which has already seen 10,000 more family and friends of Qantas Group employees able to access these benefits. We've also returned to 3% annual wage increases at a total cost of around AUD 120 million per annum after a two-year wage freeze that reflects the period of time we were on the ground. A stronger balance sheet also means we can get back to investing for customers. Alan will mention the huge commitment we're making in operational performance, which we know is so important.

In addition to the fleet decisions I mentioned earlier, we also have three more Boeing 787s arriving for Qantas International by mid-next year and 18 Airbus A321s arriving for Jetstar, with one already flying and two more due by Christmas. They're helping us open up new routes like Seoul, Bengaluru, and Auckland to New York. That's on top of the 20 new domestic routes announced since 2021, most of which are to regional destinations. Our shareholders gave us tremendous support through the pandemic. That included a AUD 1.4 billion equity raise in mid-2020, a time when airlines weren't exactly a safe haven for investors. In our prospectus, we said those funds would let us restructure and recover quickly, which is exactly what's happening now.

That helped us retain our investment grade rating throughout the pandemic, and is now helping us outperform almost all our global peers and remain one of the best-performing airlines on a total shareholder return basis. We were pleased to announce a AUD 400 million buyback in August, which is now 59% complete. With net debt expected to be well below our target range at the end of the half, the board expects to consider opportunities to make further distributions according to our financial framework. Bringing our operations back to their best has been our priority, but we've also devoted a lot of focus this year to sustainability. In March this year, we outlined our plans to reach zero net emissions by 2050.

We set this target back in 2019, and while a lot of airlines have since set a similar goal, only a few have set interim targets to keep them on track. Qantas is proud to be one of them. Our path to net zero will see 10% use of sustainable aviation fuel by 2030 and approximately 60% by 2050. That will cut our emissions by more than one-third. The rest will come from technology that lowers fuel burn and improves the efficiency of our flying and from high-quality carbon offsets. 2050 and 2030 even can seem a long way away given we're already living with the impacts of climate change. Let me share with you two quick examples of what we're doing right now. In August, Jetstar introduced the Airbus A321LR NEO, which stands for New Engine Option.

On its first commercial flight from Melbourne to Cairns, it used 2 tons less fuel, or 25%, than the older aircraft it replaces. That's a massive and instant step change. Around 15% of our fuel from London is now sustainable aviation fuel. Our flights from Los Angeles and San Francisco will follow from 2025 and have more supply arrangements in the future for sustainable aviation fuel. Many airlines are working to secure SAF supplies. To put it simply, the industry needs a lot more of it. Australia's supplies are particularly limited as most of our feedstocks are sent offshore to be processed elsewhere. We've announced a AUD 200 million joint investment with Airbus to invest in helping get a local sustainable aviation fuel industry off the ground.

We're also talking to all tiers of government, given its importance to the future of aviation in this country that relies on aviation so heavily. As a major employer, we're closely following the changes proposed for Australia's industrial relations system. We understand the importance of wages growth to maintain and improve standards of living, particularly in low-paid industries. Qantas is not one of those. Our average non-executive salary is more than AUD 100,000 a year. Around 85% of our workforce is covered by agreements that are negotiated with unions and voted on by our people. We're concerned that the proposed changes effectively dismantle the enterprise bargaining system that has served Australia well for decades. We're concerned that lowering the bar for compulsory arbitration and enforcing multi-employer bargaining would effectively lead to centralized wage setting.

This kind of system will have little regard for the fact different companies have different needs, and that will have a massive impact on productivity, growth, and in the longer term, the ability to pay more. We welcome the minister's willingness to make amendments to the bill, and we join with the key employer groups and other companies, big and small, in asking the government to take more time for this legislation and its consequences to be genuinely debated before any changes are made. Before I pass on to Alan, I want to finish on a note of gratitude. Firstly, to our people. On the front line and behind the scenes, they have done an amazing job in this past year, especially. We know it's been hard, and that's why it's so important that they share in the benefits of recovery.

To our customers who've been understanding and patient as we've worked to get back to our best, and to our shareholders who have supported us all the way. On behalf of the board, thank you. The Qantas Group is in a far better position than it was just 12 months ago, and we're in a better position to keep serving Australia well into the future. On behalf of the board, I also want to sincerely thank Alan and his team for the work they've done to shepherd Qantas through this very, very difficult and challenging period. With that, I'll now invite Alan to say a few words. Thank you very much.

Alan Joyce
CEO, Qantas Airways

Thanks, Richard, and thanks for those kind comments. As Richard did, I'd also like to acknowledge traditional owners of the land on which we meet, and here in Sydney, it's the Gadigal people of the Eora Nation, and pay my respects to their elders past, present, and emerging. I'm also very pleased that we're now doing a Welcome to Country on all Qantas international, domestic, and regional operations that land in Australia and Jetstar services as well, which is, I think, a significant recognition of the oldest continuous culture in the world. This AGM is happening at an important time in Qantas Group's 102-year history. After the biggest crisis we've ever faced, we're finally returning to profit. Our operations have reached or are quickly approaching pre-COVID levels of service, and we're starting to grow again with new routes, new aircraft, and new opportunities.

As you know, getting there hasn't been easy. Surviving COVID meant we had to sell land, mortgage aircraft, and raise equity. It also meant restructuring our business so that we could recover quickly. That restructuring is a key driver of the turnaround that we're now seeing. In the longer term, it will be crucial in a domestic market that has become a lot more competitive. Another key factor in the recovery is the rebound in travel demand, both domestically and internationally. Revenue from leisure bookings is now more than 130% of pre-COVID levels, and it's still unbelievably strong, and this has been continuing for a number of months. For business travel, it's over 100% of pre-COVID levels.

The third factor in our accelerated recovery has been an increase in our market share, particularly in the corporate market, which has moved from competitors to Qantas to small and medium-sized enterprise market, where we've seen a significant market share move. Pleasingly, on our international routes, where we've seen a significant move in market share. We want to make sure that when people do travel, they have lots of reasons to choose Qantas and Jetstar. Reliable service is one of the biggest factors. For several months this year, we weren't living up to the service standards people rightly expected. There were too many delayed flights, long call center wait times, and too many mishandled bags. As I said in my message to millions of our frequent flyers in August, there were good reasons why this happened, but they weren't good enough.

Qantas performance improved hugely in August and kept on improving in September. Today, we've released figures that show we're firmly back to pre-COVID levels of service in October, and in some cases better than pre-COVID levels. Maintaining this level of service requires more resources than it did pre-COVID. That's because the industry as a whole is far from post-COVID. There are side effects that are still impacting on us daily. One element is the supply chain. A spare part that would usually take 12 hours to fit onto an aircraft can now take over a week for it to be fitted and the aircraft back in service. We recently had a major delay in sourcing an avionics part because one of the suppliers had during the pandemic, when the aviation industry was in hibernation, moved producing parts from aviation to the automotive industry because that industry was booming.

The industry is now still discovering these broken links in the supply chain that are three or four levels deep and will take time to fix. We're also prepared for a potential spike in sick leave if there's another wave of COVID, as we saw last summer when Omicron hit this nation. That's why we're now investing more than AUD 200 million this financial year in operational resilience. We've rostered more crew so that we can cope better if sick leave was to spike. We have up to 20 aircraft on the ground over the summer to help minimize delays that we're seeing through these supply chain issues. In fact, in January, for our international operations, we'll have two A380 spare aircraft, one 787, and two A330s. The largest amount of spare aircraft that we've had for our international fleet ever.

We see this as a temporary but critical investment until things normalize. When it does, we'll look at putting this capacity back into operation, and that will take us back to what we believe is our natural domestic market share position of around 70%, up from the high 60% that we're currently experiencing. One constant in our operation is that safety remains number one, and it will always come before schedule. Our safety performance of financial year 2022, which included that very complicated restart of our operation across the globe, showed significant improvements compared to financial year 2019. Reportable incidents per 1,000 flights dropped by 4% and workplace injuries dropped by around or over 30%. Our challenge now is how we keep on pushing these numbers even lower. Richard mentioned the investment in new aircraft, in our people, and in our network.

It's worth briefly explaining our approach to fleet renewal and how we phase capital expenditure to stay competitive in this space. For decades, our strategy has been to buy new aircraft, look after them well, and then retire them at a 20-year mark. Usually at that stage, people buy the aircraft off us 'cause they're still really good. If you remember the 767s that we had here domestically, they went on to Canada to be operated in that market for five years after we retired them at 20 years 'cause they were so well looked after. This is still our strategy. When you average out the older aircraft with a steady stream of new ones joining the Qantas Group fleet, the overall average lands in the low to mid-teens, and that compares well with the majority of our peers.

The age of the airframe is only half the story. Part of looking after our fleet means regular renewal. Cabin interiors are typically refreshed about every seven years. We did this with the 747s. We've also done it with the 330s and the 380s. In fact, we were in the middle of reconfiguring the 380s when COVID hit, and we sent aircraft with brand-new seats directly into the desert, seats that nobody had sat on before. As we reactivate the 380s, we're reconfiguring the last remaining ones into a completely new product. Also part of looking after our fleet is also looking at how we manage our engines and the maintenance of our aircraft. Our aircraft have complete engine overhauls on average every six years, and we've some of the best performing engines on aircraft of any airline in the world.

We're also adding extra features to aircraft to keep our customers satisfied, like the amazing high-speed Wi-Fi we now have on the 737s that get significant customer satisfaction ratings. In summary, our approach is about making sure our fleet is fit for purpose. We think that is true now, and with the order pipeline we have, it will be true for years to come. Now turning to some other areas of investment. We've also switched back on our lounge investment program. Starting with Auckland Airport, which we're making a major investment in time for our new services from Auckland direct to New York. We're also enhancing the Adelaide lounges with the introduction of a business class lounge there. Our regional ports are not forgotten, with Rockhampton and Port Hedland getting significant upgrades.

We know how important the lounge experience is to our premium customers, and we're working on several more projects that we'll be announcing in coming months. We're also investing heavily in information technology, spending AUD 650 million alone this year. That includes new kiosks across our network, new scanners and terminals for our airport staff. We've also made big improvements to the Qantas App, which puts more power in the hands of customers to manage their travel, and is now one of the highest-rating apps on the Apple App Store, well ahead of most of our competitors. We're investing also in Qantas Freight with newer aircraft and bigger aircraft to help to meet the demand stemming from the permanent increase in online shopping.

We're investing heavily in the number of seats available for frequent flyers, with more than five million still available over the next year, so they can more easily use their points. Qantas Loyalty has been a top performer throughout the past few years, and it will keep on growing through its continued expansion in financial services, through hotel bookings, and now through the successful integration of the TripADeal online holiday package business, which we acquired a majority stake earlier in the year. One thing that has been clear recently is the passion people have for Qantas. Few brands in Australia and few airlines anywhere can generate that kind of energy. It's a huge asset as well as a huge responsibility. What's equally clear about our strategy over the past few years is that it has put the group in a position to keep on delivering well into the future.

Delivering for the communities that we serve, delivering for the more than 20,000 people who make up the Qantas Group family and who continue to do an outstanding job. Delivering for our shareholders who have given us tremendous support, delivering for the tourism industry we're a key part of, and delivering for the causes that we continue to champion. Thank you.

Richard Goyder
Chairman of the Board, Qantas Airways

Well, thank you, Alan. Before we go to individual questions and I outline some of the meeting procedures, I'd just like to address three issues that have been common themes in discussions with shareholders. We've had several questions about our operational performance, what have we done about the issues and when will they be fixed? Alan dealt with some of that. Let me first reiterate what we said many times in multiple channels that for several months this year, our service levels were simply not up to scratch. The problems were particularly acute at Easter and again in the July school holidays. As Alan explained in his remarks, a huge amount of effort has gone into getting us back to our best, and I think the much smoother performance for the September holiday shows that.

We've been very transparent with the operational data we've released every month, including figures that show how bad things got. Looking at the latest figures we released today, I'm glad to say that Qantas is now at or close to pre-COVID levels of service. Our on-time performance for departures was 74% in October. Before COVID, it was around 80%. Our flight cancellations are now below where we were pre-COVID, and we are on a par for mishandled bags. It's worth addressing the perception that operational performance was poor because we outsourced our baggage handling. The fact is we'd outsourced baggage handling by Easter 2021, and domestic flying levels were back to almost pre-pandemic levels in the gap before Delta hit. There were no issues with service levels over that holiday season.

Compare that to Easter 2022, when the same outsourced baggage function clearly didn't cope with a similar level of demand. The difference between the two is that COVID was circulating widely at Easter this year because Australia had moved to living with the virus. That resulted in high levels of sick leave right across the community and across the industry. That led to issues not just with baggage handling, but with security screening, which is managed by the airports, cabin crew, engineering, and pilots. Our sick leave rates were averaging at 20%. This generated huge resourcing problems, and that resulted in mishandled bags, long queues, and flight delays. For pilots, sick leave was running at 2.5 times normal levels. Other airlines had the same problem, both here and overseas. It would have been an issue whether the function was outsourced or not.

As Alan's mentioned, we've added a lot of operational buffer to help manage sick leave, as well as the supply chain issues the whole industry is facing, and that's clearly making a difference. The second issue on which we've had several questions relates to customers, particularly how operational issues have impacted customer loyalty and preference for Qantas. This is something we take seriously and monitor closely. Clearly, the operational issues we had did not reflect well on our brand. The media's sharp focus on Qantas doesn't help, but it also means that we're focused on lifting our game. The fact is Qantas' on-time performance was better than our main domestic competitor for much of the last year. Our customers have been incredibly patient and understanding throughout the restart. What I hope the past few months have shown them is our determination to make things right.

The clearest example of that is the AUD 200 million we're investing in operational resilience, which not all airlines are in a position to do, even on a relative basis. As well as the direct apology for the service failures, we've also offered an AUD 50 voucher to millions of our frequent flyers and automatically extended the status of those silver and above. Our research shows those efforts have been well-received, and combined with consistent improvement in our operational performance, we've seen our customer satisfaction levels rebound quite quickly. As Alan said, our focus is on sustaining those improvements and building back that trust. The third issue I'd like to address up front relates to our relationship with our people, the group's wages policy, and our approach to employee agreements. Let me just reiterate that our people have been incredible during three very challenging years.

During COVID, we had up to 25,000 people stood down and others working hard on repatriation flights and freight services on behalf of the Australian government, and then they worked to restart the airline. I spoke earlier about sharing the benefits of our recovery with our people, increased wage rises, a boost payment, shares, and improved staff travel. We're investing upwards of AUD 300 million in these initiatives, and the overall pay opportunity for many of our employees is substantial. For many of them, it will be more than 10% once potential wage increases and one-off opportunities are taken into account. On employee agreements, 25% of our workforce, or more than 5,000 employees, have signed up new enterprise agreements over the past 12 months. We're in discussions with several other work groups about new agreements, bargaining in good faith with our employees and their unions.

It's often portrayed that Qantas plays hardball when it comes to wage deals. It's true that we have threshold requirements, which is the case for most companies, and we do look for improvements to productivity, which isn't unique either. As I mentioned earlier, it's also true that Qantas is the highest-paying airline in Australia and one of the highest-paying large employers in the country. When we're negotiating, it's often from a very high watermark. We take a balanced approach to deals with our people. To take a current example, we're asking our domestic cabin crew to extend their maximum shift length so that we can efficiently utilize the new aircraft we've ordered, and we're prepared to pay overtime rates of up to 300% in return.

This is in the context where we've been very clear that we expect these longer shifts will only represent a small percentage of overall rosters. It's worth noting this duty length is already in place with Rex, with Virgin, and with Jetstar. Across the group, we have more than 50 agreements that are negotiated with unions and voted on by our people. That process sometimes results in robust debates, which is part and parcel on a system that relies on give and take. Now, before I move on to the formal business of the shareholder meeting, can I ask our friends in the media, and thank you for being here, to cease filming, and we'll pause for camera operators to leave the room, as we've traditionally done in previous AGMs. Thank you. Ready now.

Now we'll turn to the formal business of the meeting, and I'll first outline the procedural matters for the meeting. As this is a meeting of Qantas shareholders, only shareholders, their appointed proxies, or authorized representatives are entitled to make comments, ask questions, or vote. The notice of meeting, dated September 9, 2022, was circulated to members, and I'll take the notice of meeting as being read. Following consideration of the reports, I'll turn to general questions. Shareholders with queries relating to specific resolutions are requested to raise them at the time of the resolution in question being considered. If a shareholder has a specific customer-related issue, please raise it with our customer care representatives, who will be available at the customer care desk in the foyer after the meeting.

For an employee shareholder wishing to raise an employment-related issue, Phil Taylor, who's Executive Manager, Remuneration and Benefits, Nathan Safe, Head of Industrial Relations, and Rebecca Donaldson, Executive Manager of People Strategy, will be available after this meeting to answer your questions. Those in the room who'd like to ask a question are asked to move to one of the microphones located throughout the auditorium, and after providing your shareholder details to the attendant, wait to be invited to ask your question. Shareholders who are attending online are able to ask questions via the online meeting platform by clicking the messaging icon on your screen, typing your question, and clicking Send. You can also ask a question verbally by clicking on the Request to speak button at the bottom of the broadcast window. You'll then be prompted to confirm your name and enter the topic of your question.

Submit your request and follow the instructions to allow access to your microphone and connect to the queue. In order to allow as many shareholders as possible to participate, please keep your questions concise and at a limit of two per shareholder. I'm pretty good at cutting off people who make speeches. Questions that are relevant to the business of the meeting will be read aloud to me by a Qantas staff member. We may amalgamate questions if there are multiple questions on the same topic. We'll save answering specific questions to the resolutions until the relevant time. However, those online are able to start submitting their questions now. At the time each resolution is considered, I'll invite any specific questions to the resolution from the room, from our online attendees to ensure that all shareholders are given a fair opportunity to ask questions.

I'll now summarize the voting procedures. All items of business will be voted on by poll, which I now declare open. If you did not cast your vote prior to the meeting and have not appointed a proxy to attend on your behalf, you may cast a direct vote using the online platform or via the handset you were given at registration, if you're here in the room with us today. Please note that you cannot vote via telephone. You may cast your vote at any time during the meeting. Voting on the platform will close five minutes after the close of the meeting, and I'll give you a warning when this five-minute period starts. For those using the online platform, please click on the Voting icon and follow the prompts.

For those in the room, please place your vote for each resolutions using the handset by pressing one to vote for, two to vote against, or three to abstain. Press the green square to move to the next resolution or the red triangle to go back. I confirm that where undirected proxies have been given to me as chairman, I'll vote in favor of the resolution to the extent permitted. During the meeting, we'll display the proxy votes received prior to the meeting on each resolution. The final results will be lodged with the ASX as soon as they are available following the conclusion of the meeting. If you experience any difficulty using the online platform, the helpline number is displayed at the bottom of the online platform's homepage, along with other instructions on how to watch, how to vote, and how to ask questions.

Link Market Services is the returning officer for this meeting. Now, turning to the first item of formal business for the meeting, which is to consider the reports contained in the 2022 annual report. The annual report was made available to shareholders in September. It contains the financial report of Qantas Airways Limited and its controlled entities, the directors' report, and the independent auditors' report. The financial report has been approved by the directors and audited by Qantas's independent auditor, KPMG. As required by Section 317 of the Corporations Act, I now lay before this meeting the financial report, the directors' report, and the independent auditors' report for the financial year ended 30 June 2022. Shortly, I'll take any general questions or comments about the reports or any other general matters.

As stated earlier, our auditors from KPMG are available to answer any specific questions you may have about the conduct of the audit. I'll now take questions from shareholders on the financial statements, the Qantas Group's performance over the last year, the directors' report or auditors' report. We'll start with a few questions from those in the room to ensure that we take questions from those attending online. If you wish to ask a question online and have not yet submitted, please do so now. Anyone in the room who wishes to ask a question, please move to one of the microphones. While I'm waiting, Anabel, anything online?

Speaker 8

Chairman, we have a question from the Australian Shareholders' Association. Given the recent and projected retirements from the board and the longevity of the current CEO, could you expand on the board's plan for succession in these areas?

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you, Anna. I thank the Shareholders Association for that question. In terms of board renewal, well, the board actually downsized like the rest of the group through the pandemic. We had, at the last AGM, the retirements of Barbara Ward and Paul Rayner. The board looks at the skills that we have available and the skills which we think would add to board capability. We're looking at the moment for that, particularly with deep operational airline experience. We'll also manage retirements and renewal of the board in the years ahead, you know. We've got an external party helping us in that work. In terms of CEO succession, I wanna be really clear on this.

Firstly, the board takes succession very seriously, and that's from day one of the appointment of a CEO to, in Alan's case, something beyond 14 years. The board looks at succession each year, at almost every meeting, but specifically at least twice a year. We asked Alan in early 2020 to see if he would continue as CEO through the pandemic and make sure Qantas came out the other end, and Alan agreed to do that. The position that with Alan at the moment is that he will continue serving as CEO until at least the end of 2023. In due course, Alan and I will sit down and have a conversation and determine what that time frame looks like. But that'll be sometime into next year.

In the meantime, the board's doing the work on succession. The board's very confident that Alan's developed very capable executives and that we've got strong internal succession. The board, of course, will look, scan externally as well. The board feels very confident that we're in good shape in terms of CEO succession as and when that is to occur. We've got one question going to microphone five in the room. Anabel, while I'm waiting, anything else online?

Speaker 8

Chairman, we have a question from shareholder Damian Brown. Are frequent flyer points likely to increase in value in the near future?

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Damian. I'll get Alan to answer that question.

Alan Joyce
CEO, Qantas Airways

Damian, what we have done is we haven't changed for classic rewards, the amount of point needed to redeem seats for a long time, and have no plans to do that. It's still unbelievably good value for money. As I said, we have now five million seats available in the year ahead for people to be able to redeem. The Points Plus Pay is different because it relates to the airfares that are there at the time, so you can pay with cash or you can pay with points. If the airfares are high, it needs more points. If the airfares are low, it needs less points. That's always the way Points Plus Pay work, and that will continue.

The value that you get, and given inflation in the economy, the value you're getting out of classic rewards remains really good, and if you inflation-adjust it's superbly good. That will continue.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. Microphone five in the room.

Speaker 8

Chairman, may I please introduce Rowan Weir.

Speaker 9

Actually,. it's more a comment. I've enjoyed the meeting and the report, but my comment is that it's not what I'm hearing in the community. I'm hearing all types of trouble trying to rebook, or expenses and the batches not working. Even the person who flies to Melbourne sort of every second weekend had to go by train because I think it was AUD thousands of dollars. Yeah. It's just not working. The other thing was, I'm just interested, where is the maintenance done on the planes? I think you moved it to Singapore at one time. Did you? I don't know. They're more comments than a question.

Richard Goyder
Chairman of the Board, Qantas Airways

No, they're good questions and let me see if we can give you a—

Speaker 9

It's good to see you back.

Richard Goyder
Chairman of the Board, Qantas Airways

It's good to be back. Particularly if you're in behind the Iron Curtain of Western Australia where I was. Thank you for the questions. I think I'll get Alan to comment on both because it is important that we win back the trust of our customers, and we're really focused on that. What you've portrayed is something we've all heard in recent times and something we're working on. Alan can also answer your question in terms of maintenance.

Alan Joyce
CEO, Qantas Airways

Yeah. I think we have to adjust the heights of those, Rowan, those microphones as well. You're more my height, and they seem to be designed for somebody six foot tall. I think we might move on that. I think they are good questions. First of all, I'd start by talking about the operation on fares because I think both of them you were referring to. What we did have is a bad period, which we apologized for, particularly in July, when we had a whole series of impacts. Our on time performance was as low as 51%, and our cancellation levels were very high at 7.5%.

What we have seen with the focus of us putting these spare aircraft in, putting extra crew in place, compensating for the supply chain issues that I've talked about, we've seen a significant improvement, and it's gotten better each month. In October, as we mentioned, we had OTP at 74. If it wasn't for the extreme weather events that we saw, and one or two other small items, we would have gotten to the 80%. We were massively ahead of our competitor. For that month, we were 10 points ahead of our major competitor here. We haven't been that far ahead since 2013, February 2013. It was a very big lead. Cancellations came back to better than pre-COVID levels.

As I said in the comments there, with this investment of AUD 200 million, our intent is to keep those very high standards going forward despite all the other challenges that are there. It will take a while from people's memories to get those bad months out of people's minds. We're going to see that improve. One of the factors as a consequence of having those 20 spare aircraft is we don't have as much capacity as we were planning because we've kept the aircraft in reserve. We would have normally been flying them. While we'll get back to 100% of our pre-COVID levels of domestic capacity in the second half of this year, we were planning to be near 120% of that levels.

Now, that extra capacity would have met the unbelievable demand we're having now. With 100%, we're seeing more demand than there is supply, but we have to keep these aircraft in reserve to make sure that we don't go backwards in the operation, which is worse for our customers. Even in that world, we are seeing very low airfares. Not as much as they were maybe back in 2018 or 2019. To give you some example of what's out there, Jetstar this year will sell around five million seats at under AUD 100. A few weeks ago, we had a AUD 35 airfare between Melbourne and Sydney. That's 800 kilometers. If you were to take an Uber to the airport from here, it'd cost you more money than that, and that's 8 kilometers.

They're unbelievably good value, those airfares are. We will continue to offer them. Qantas, I think, will have two million seats under AUD 150 this year, flying domestically. Airfares internationally. Unfortunately, international aircraft are taking longer to reactivate because the A380s need 4,500 hours of maintenance just to wake them up. Most of them need three months of heavy maintenance to get them back in the air. All of our competitors are in the same boat. We're adding capacity faster than our competitors. When international market share has gone from 24%-31%, a big increase because we're adding capacity faster. There again, there isn't enough capacity to meet the demand, and that's why you're seeing all the seats selling.

My advice, if you book early enough, year in advance, you'll get still some unbelievably attractive airfares across the international network, and people should be actively looking out there for them. We'll have more capacity every month coming into the system. On engineering, we're the only airline that does heavy maintenance here in Australia. If you want aircraft that are maintained by Australians, you go on Qantas. We have a very big maintenance facility in Brisbane, where we do the heavy maintenance on the 737s and the 330s. Where there is a fleet of aircraft that is small and it's not economic to do them here, we do them overseas, like the A380s.

We have a very large hangar in Los Angeles, the largest hangar in North America, where we employ engineers in North America to do that maintenance. We're giving maintenance to reputable organizations like Lufthansa or Etihad in the Middle East to do it for those big aircraft, where we just have such a small fleet, it's not economic to do them here. The 737s you fly on, the 330s that you fly on are maintained in Australia. The line maintenance, which is the maintenance that's done on the airport, is done by our people. There's a lot of misinformation on that, but you can be assured we still kept that investment, and we didn't cut back on our heavy maintenance facilities in Brisbane.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Alan. Anabel?

Speaker 8

Chairman, we have had a question from shareholder Stephen Mayne. He asks, "Did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against any of today's resolutions?

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Anabel. Thanks Stephen for the question. Of ACSI, Ownership Matters, CGI, Glass Lewis, and the Australian Shareholders' Association all supported all the resolutions today. ISS supported all except for the restructuring, what's it called, retention restructuring plan resolution, as it applies to the CEO and the remuneration report. Of the proxies, ISS was the only one who advocated a vote against on those two items. Anabel?

Speaker 8

Chairman, we have a second question from Stephen Mayne. A question for the auditor on the accounts. The audited account claims Qantas has negative net assets of AUD 190 million with accumulated losses of AUD 4 billion, but the current market capitalization is AUD 11.2 billion. Could the auditor please explain why this is the case and whether Qantas has been too aggressive with write-downs over the years?

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Stephen, again. I don't think it's a question for the auditors. I think it's actually a reality of three years of accumulated losses of AUD 7 billion, and how that is reflected on the balance sheet. It's not uncommon for companies to have a very different market capitalization to what their balance sheet may record at a point in time. We think, and the auditors have confirmed it, the carrying value of our assets is appropriate on the balance sheet. Belinda, you wanna cover that?

Belinda Hutchinson
Chair of the Audit Committee, Qantas Airways

Yeah, no, absolutely. Look, we've got a negative asset position on the balance sheet of AUD 190 million, but that reflects the COVID pandemic, and you would expect that after a AUD 7 billion loss. The market capitalization is really reflective of our future cash-generating position and profitability. As both the chairman and CEO have mentioned, you know, the result that we're expecting for the December half is a AUD 1.2 billion-AUD 1.3 billion profit before tax. I think that absolutely demonstrates why the market capitalization is where it is.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. Anabel?

Speaker 8

Chairman, we have a question on the phone from Matthew Rapson on customer service improvements. Matthew, please go ahead and ask your question.

Speaker 10

Yeah, thanks for the time. You're mentioning a lot about customer service improvement, and flight cancellations are down across both Qantas and Jetstar. That obviously brand and reputation of Qantas is significantly lower in the public eye at the moment. What I've noticed, and sort of this is comment and then question, I'm looking for a sort of an explanation as to why in the last week, two Jetstar flights that I've been linked with have both been canceled at short notice within three to five hours time. As such, obviously replacement costs at such short notice have been significant. These flights were booked through Qantas's website. Qantas customer care has not helped in replacing the Jetstar flight onto a Qantas flight.

I just sort of wanna get an idea from you as to why, if a service is booked through Qantas's website, the customer is being forced to book externally, paying substantially larger replacement costs, and why Jetstar is seen as a separate operator through Qantas's website?

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Matthew. We'll make sure our customer people get back to you. If you can get details to our operators, we'll make sure specifically that we get back to you on your issues. I'll get Alan. Jetstar's had more than its share of challenges in the last month or two. I'll get Alan just to explain a bit of that. As I say, we'll get our customer people to speak directly to you in terms of your specific issue.

Alan Joyce
CEO, Qantas Airways

Yeah. Thanks, Richard. There can be a lot of reasons just on cancellations that occur very late. There can be a lot of reasons why they occur, and they occur across the industry. Actually in the month of October, Jetstar's cancellation levels and were very similar to Virgin's during the same month, and the on-time performance was very similar. Jetstar is also seeing a rapid improvement. It's not where we need it to be, and our intent is to improve it even further before we get to Christmas. I know for a fact in the last few days, 'cause I've had also a lot of people that have been impacted by it, the extreme wind in Sydney is a good example of where we're having problems.

'Cause if the wind gets over 20 knots in Sydney, we have to go to a single runway operation. That means there's restricted amount of aircraft that can land. Typically, there's up to 50 aircraft that can land in an hour. For the last three days, that's been restricted as low as 20 an hour. Physically just can't operate everything here. Cancellations have to occur. Unfortunately, weather forecasts sometimes can change very dramatically, and it gives us with very late notice to make those changes. We're trying to work on procedures to increase that threshold to 25 knots, where that happens around the globe, and that would be helpful in minimizing the amount of disruptions that stand. Also, I would say that Qantas does make it very clear on its website which airline people are being carried by.

Qantas on its website, through its partners all over the globe, sells hundreds of different airlines to give people one-stop access to a range of routes that Qantas doesn't fly itself. That is made very clear. Typically, the aviation industry, it's the operating carrier, and Qantas has two separate carriers here. Has more than two, 'cause they've got QantasLink as well. but the operating carriers do look after disruptions, and that's where it needs to go. If it hasn't been handled well, we apologize for that, and we will get our customer service people, we have a number here today to help with any shareholders that have any issues. We'll get them to call you back and go through what your issues are and try and come up with solutions.

This is a typical approach, and it's the only way you can really approach it, to manage disruptions that in some cases are just forced on the airlines at very late notice. We all know that we've had extreme weather events on the east coast of Australia for the last few months, and they are having an impact on the level of cancellations and disruptions in the airlines.

Speaker 10

Thanks, Alan.

Richard Goyder
Chairman of the Board, Qantas Airways

Anabel?

Speaker 8

Chairman, we have a question from shareholder Jiasheng Zhao, who asks, "Will Qantas make any significant changes to its cybersecurity and client privacy approach in the wake of the recent Optus breach to ensure risk avoidance?

Richard Goyder
Chairman of the Board, Qantas Airways

The board had a comprehensive update on cyber yesterday, and Qantas is investing significant sums of money into cyber and to ensure the strong adequacy of the systems we've got in place. Understanding that it's a pretty volatile globe at the moment, and there's players who use very sophisticated mechanisms to try and access information they shouldn't otherwise access. I think it'd be fair to say, Alan, that the board and you are confident that we've got robust systems in place, but it's something we don't take any great comfort in the sense that we're continuing to look to see what we can do to enhance our protections on cyber.

Alan Joyce
CEO, Qantas Airways

Yeah, Richard, I would say that the way we approach this is the way we approach aviation safety as well. You can never get complacent. We look at any incident that occurs in aviation around the globe. We figure out what are the learnings you can get from that. We look at, we call it a Swiss cheese model, where you see the level of protections you have to make sure the holes don't line up and something bad can happen. In aviation, we continuously improve, we're continuously seeing how these issues we can use to actually enhance our safety reputation, our safety management system. We do the exact same in cyber. These incidents, and there have been a number of them, our technology team, our cybersecurity team have looked at them, have looked at what we would do to change.

Of course, I can't go into all of the details of the stuff that we do in this space, cause it would be completely inappropriate, but you can take it for granted that we will learn from every issue that happens, enhance what we do to enhance our protections. As Richard said, I mentioned in my speech that we spend AUD 650 million on IT each year. We spend around AUD 70 million, have spent hundreds of millions in the last few years on cybersecurity, and we'll continue to invest in that to protect your data and enhance it as we need to do because the world is getting more aggressive in this space, and people are investing more money on the other side to try and penetrate companies' data.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Alan. Are there any questions in the room? Microphone four.

Speaker 8

Chairman, may I please introduce Stephen Wei.

Richard Goyder
Chairman of the Board, Qantas Airways

The microphones are very, very high.

Speaker 11

Sorry. Maybe I won't. Okay. Mr. Chairman, I was browsing through your annual report while I was at the meeting, so maybe I did miss the fine print in this report, but my question is very similar to the one raised by my fellow shareholder, Mr. Stephen Mayne. It's regarding the fact that our net asset is in the negative. Now, we know that after two and a half years of losses, this is the position we are in now. One of the way that we managed to stay in a better shape is that we sold our asset, like our land in Mascot. Now, right now, we are not still fully out of the pandemic, and there could be future one coming. In the next pandemic, have we got anything to sell?

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you, sir. If you look at the things Qantas has had to do over the last two or three years to ensure we got through this pandemic, and thankfully, we went into the pandemic with a strong balance sheet, and a very strong management team. We've been able to raise AUD 1.4 billion from our shareholders. We sold the land for AUD 800 million, and we've raised about, Vanessa, AUD 2 billion from our financiers, from the banks. All that helped us get through. Some of that was because we owned a lot of the assets, aircraft and the like.

Because of the cash flows in recent times, we're seeing that strength come back into the balance sheet now, and you'll see that in terms of reported balance sheet as our profits come forward in the periods ahead. We've given an update in September that our net debt would be in the range, I think AUD 3.2 billion to AUD 3.4 billion, which is the low end of our range. We've got just under AUD 5 billion of liquidity right now, and we own as many aircraft now as we did when we went into the pandemic. We feel that we're pretty resilient to any further shocks, but please, God, we don't get any like we just had.

Speaker 11

Thanks for that answer. Now, Mr. Alan Joyce is an asset to the company. I thought maybe you would have answered my question by saying that we'll put Alan on the balance sheet. Unfortunately, the Australian accounting standard doesn't allow that.

Richard Goyder
Chairman of the Board, Qantas Airways

It's a good point. Thank you. Anabel?

Speaker 8

Chairman, we've had a few questions about dividends, so we will take a question from shareholder Nandita Rath, which covers the core themes raised. Can you please advise when Qantas will start paying dividends again?

Richard Goyder
Chairman of the Board, Qantas Airways

As I said in my address, we announced the AUD 400 million share buyback when we released our previously. I said, going forward, we'll look at the most effective way based on our capital model of distributing funds to shareholders. Because of the pandemic, we're in a position where we don't have any franking credits, so we're not in a position, at least for some time to pay franked dividends. Which means, if we were to pay dividends, then they're taxed in the shareholders' hands, and that's a very inefficient way of distributing excess capital. We'll look at, as we move forward and based on performance, we'll look at the most efficient way of returning capital to shareholders. Microphone four.

Speaker 8

Chairman, may I please introduce Malcolm Hugh- Fraser?

Speaker 12

Thank you very much. I'm just wondering, what programs does the company have for reaching out to the Aboriginal people of Australia, either in reaching out to communities with perhaps charitable programs and also in actually providing employment within the company? Thank you.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks for the question. We have our own Reconciliation Action Plan. We have a program to employ more Aboriginal people in the group. Alan, what's the percentage now?

Alan Joyce
CEO, Qantas Airways

We're at around 1.8% with a target to get to 3%. We put a whole series of programs in place to start recruiting people in various areas. QantasLink in particular at the moment is a very good opportunity because obviously it flies into a lot of these regional communities. We're also trying to enhance what we do in our pilot academy to get Indigenous people into that academy. We also have a target to increase the amount of female pilots that we have gone through that to helping small Indigenous businesses.

As part of the BCA, we've made a commitment to buy products, usually in-flight products, but there's also IT products, water that we're buying from indigenous communities all over the country, owned by indigenous people, to put them on our aircraft. What we typically find that people like Maggie Beer got her start with Qantas's products on our aircraft. That could be the best way of actually helping those indigenous communities. We're also one of the biggest promoter of, I think, internationally, the oldest continuous culture in the world. You know, we have a number of aircraft painted in indigenous artwork, and we have more coming in that space. We're really trying to help promote tourism to some of these regions with indigenous tour groups, indigenous businesses to help them.

The other thing that I think is very important is that Qantas is one of a handful of companies with its Reconciliation Action Plan that's got to an Elevate status, which is the highest status you can get. We're in submission for that at the moment. Hopefully, we'll maintain that status with all of the activities that we're doing across the board. We're also one of the supporters of the Uluru Statement from the Heart, and we'll continue to be very active in helping support when we see the details of the referendum, helping support the Indigenous case for that across the country.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Alan. Anabel?

Speaker 8

Chairman, we have an online question from Matthew Price. Matthew says, "I appreciate the apology regarding service and operational impacts. However, the experience and service level in WA regional flying regarding food and beverage, even in mainline 737 flights, is still substandard and more in line with your low-cost competitors. Can you specifically address when food and beverage is going to be restored to pre-COVID levels?

Richard Goyder
Chairman of the Board, Qantas Airways

Alan, you probably haven't flown Perth to Port Hedland for a while, but—

Alan Joyce
CEO, Qantas Airways

You've probably flown a fair time.

Richard Goyder
Chairman of the Board, Qantas Airways

Yes.

Alan Joyce
CEO, Qantas Airways

One of the things that we are rapidly doing is getting all of our service levels back to pre-COVID. There were some things we, as you can imagine, had to do to restrict contact between people in the COVID world. We did take some options and some choices away. One example is the vegetarian meal, which we quickly have fixed and put back to aircraft. We are looking at investing more in food and beverage across the board, domestically and internationally. We're hopeful before Christmas, we'll be able to launch more enhancements in the air and on the ground in the lounges that people will see will not only take us back to pre-COVID levels, we think it will take us to substantially better than pre-COVID levels. Stay tuned for this.

Unfortunately, some of these things take a little bit of time to reactivate 'cause you need to get the suppliers, you need to get the product and logistics right, and you need to consult, in a lot of cases with the crew, to make sure that it can be delivered in the appropriate time. We're going through that process.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. Anabel?

Speaker 8

Chairman, we have an online question from Khushru Milimoyia. To address the issues of sick leave and shortage of experienced staff, why doesn't Qantas reach out to long-serving crew who took voluntary redundancy during COVID and may want to return to flying without having to go through such a full selection process?

Richard Goyder
Chairman of the Board, Qantas Airways

Alan?

Alan Joyce
CEO, Qantas Airways

What we are doing is we are recruiting people. We are seeing huge interest in it. Anybody can apply to those jobs and go through the process. I think we advertised for 2,500 people a few months ago. We had 25,000 people applying for the 2,500 jobs, mainly in the crew space. The issue we're having is mainly in the training, which would happen. We have to do it for pilots that may have 20 or 30 years training. Like an A380 pilot that hadn't flown for the two years, we put them through 24 hours of simulator training before we. Then four sectors, we're checking training captain on them before we certify them to fly an aircraft again.

That's just Qantas' safety standards across the board. For even for cabin crew that haven't worked for a while, we have to put them through those EP training and get those crew up and training. Our bottleneck to get even more crew in place is around the training. Every airline in the world is doing the same thing. Our partner, Emirates, had a lot of crew that left. They're filling up their training centers. We're filling up more training centers. Simulators are full. That's one of the bottlenecks, not the only one, to get the international aircraft back up and running as fast as we can. That will be still the case. We still have to get some training done, even if you were a previous experienced cabin crew.

Richard Goyder
Chairman of the Board, Qantas Airways

All right. Thanks, Alan. Are there any other questions in the room? If not, Anabel, have you got anything otherwise? I'll move on.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

We do. Chairman, shareholder David Wallace asks, Qantas needs additional long-haul aircraft. Are you planning to order more Boeing 787s?

Richard Goyder
Chairman of the Board, Qantas Airways

Alan, just a quick response, I think.

Alan Joyce
CEO, Qantas Airways

Yeah. We've got a lot of questions coming in. We have three brand new 787s that unfortunately, again, were subject to a delay that Boeing had worldwide, which are due to arrive next year in April, May and June. Those aircraft we are already starting to plan the flying for. The new Auckland, New York service was dependent on those aircraft arriving and will be put in. There's three brand new aircraft arriving in the middle of next year. Of course we have from 2025, the A350s, 12 of them arriving. We have these XLR aircraft which are 321s that can fly internationally, and our intent is to do that. There's plenty of aircraft arriving over the next few years to expand our international operation.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Alan. I think we'll move on now. We'll move to the next item of ordinary business. Second item of formal business for meeting is the re-election of your directors. The directors offering themselves for re-election at today's meeting are myself, Maxine Brenner and Jacqueline Hey. Pursuant to the Qantas Constitution, the ASX Listing Rules, it's necessary for each director other than the CEO to seek re-election by shareholders at least every three years. The notice of meeting and annual report contain details of the director's background and experience, and we'll also hear from each director up for re-election. The board and nominations committee regularly review board composition, as I said earlier, to ensure that we have the right mix of skills and experience among our directors.

We consider that individually and collectively, the directors have an appropriate amount of skills, experience and expertise to set the strategic direction of the group and monitor the implementation of that strategy by management. I'd like to thank my fellow board members for their valuable contribution and leadership over the past year, indeed the last few years, under what have been very trying circumstances. As item two point one of today's meeting relates to my re-election, it is not appropriate to move that. I've asked one of my fellow directors, Jacqueline Hey, to take the chair at this time.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Thank you, Richard. I have pleasure in moving the re-election of your chairman, Richard Goyder. Richard was appointed to the Qantas board in November 2017, and as chairman in October 2018. He's also chair of the nominations committee. The board believes that Mr. Goyder provides outstanding leadership to the board through his extensive commercial, management and board experience, and he brings considerable strength to the board and its deliberations generally. The directors, with Mr. Goyder abstaining, unanimously support his re-election and recommend that you vote in favor of this resolution. I'd now like to say and invite, Richard to say a few words.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Jackie, and thanks, shareholders. As you know, I've been a director for five years of Qantas, chairman for four of those years. I couldn't have asked for a more interesting first couple of terms on the board. We had record profit in 2018, followed by record losses through the pandemic, and now we're on course for a record first half profit in 2023. COVID's meant that our board and I particularly have had a lot of engagement with Alan and his team as we've navigated our way through the pandemic. I remember really clearly Alan calling me, and it was around the fifth of January in 2020. I know where I was. I was outside my brother-in-law's place in Perth. That was well before there was any conversation in Australia about COVID. He said, "Richard, there's a virus.

There's something going on in China. There's a virus spreading. We're a bit concerned. We're gonna stand up our crisis committee." I said, literally shrugged my shoulders in the car and said, "Fine. Keep me informed." Well, he most certainly did. We've seen the value of that early action, the strong balance sheet we took into the pandemic in 2018 and 2019, and we've had an incredible last two or three years. I must say, I've thoroughly enjoyed the experience of working with the board and with Alan and his team as we've navigated our way through it. Prior to joining this board, I was CEO of Wesfarmers for just over 12 years, and 24 years with the company.

When I left Wesfarmers, we were an AUD 50 billion company with businesses in retail like Bunnings and Kmart, Officeworks, Target, as well as energy, chemicals and industrial safety. I chair two public companies now, Qantas and Woodside Energy, Australia's largest energy company. I also chair the Australian Football League and a couple of not-for-profits. I happen to believe it's beneficial for directors to serve on different boards. It provides me with a perspective across a number of sectors in the economy and a wider lens to assess the drivers that underpin our business, like balance sheet strength, liquidity, the quality of management, the strength of stakeholder relationships, and the understanding of policy settings. My experience as a public company CEO has been extremely valuable, and I play a different role now, hopefully, than when I was an executive.

that allows me to divide my time between the boards. That also hopefully provides some guidance that is of value to other directors and to Alan. I've spoken already about our people, their passion for Qantas. I'm passionate about this company and our strategy. On the board, we support Alan and his leadership team, but we also challenge them. I speak with shareholders regularly and hopefully represent your interests well. I'm a shareholder, and with just over 193,000 Qantas shares now, and I'll continue to grow that holding as I receive 30% of my director's fees each year in shares under a scheme we have for the board. Thank you for considering my re-election as a director. If I am re-elected, I look forward to continuing to lead our board and bring that knowledge and experience to our discussions.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Thank you, Richard. I now formally propose the following ordinary resolution: That Richard Goyder, a non-executive director, retiring in accordance with the Qantas Constitution and ASX Listing Rules, being eligible, is re-elected as a non-executive director of Qantas Airways Limited. Would any shareholder who has a question on the proposed resolution please move now to one of the microphones or submit their question via the online platform? It doesn't appear like we have any questions in person today. Anabel, I might ask if there are any questions coming online.

Speaker 8

Yes. A question on Richard's re-election from Stephen Mayne. Is this going to be your final three-year term on the Qantas board? And do you believe your successor as chair is currently on the board? Also, does the board perform an annual performance review on the chair's performance? And who leads that process?

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

I can start with that, if you like, Richard. I'm not sure the board has decided this is Richard's last term. We don't have a fixed term per se that would be. I think it'd be seven years by the time you finish this term, give or take, and certainly, we imagine Richard might go on beyond that. We do certainly do an annual performance review of each of the directors, including of Richard, and that's a very thorough process, sometimes done in-house by the board, sometimes done by external parties. Richard, is there anything more you'd like to add?

Richard Goyder
Chairman of the Board, Qantas Airways

No.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Any other questions? Anabel?

Speaker 8

There are no more questions on the phone.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

There are no more questions in the room. I'll now turn to details of the proxy votes received prior to the meeting. If we could have those put up. On the screen are the details of the proxy votes received in respect of Richard's re-election. For those voting today, please cast your vote now if you haven't already done so, both in the room and online. Thank you for that, Beth. Based on those provisional results, it does look, Richard, like you have definitely been re-elected. Thank you. We look forward to you continuing to serve as the chairman of the board. I'll hand the meeting back to you.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, ladies and gentlemen. Thank you, Jackie. It's an honor to be chairing this great company. The second re-election is that of Maxine Brenner being item 2.2 of the notice of meeting. Maxine was appointed to the Qantas board in August 2013. She's a member of the Remuneration Committee and the Audit Committee. The board believes that Ms. Brenner provides, through her considerable strategic, financial, and legal experience, great strength and leadership to the board and its deliberations generally. Additionally, these skills add to the strength of the audit and remuneration committees on which she serves. While Ms. Brenner is a member of other companies' audit committees, due to the different financial year ends of the companies, the board believes that she's able to devote the time and attention required for her audit committee work. I'd now like to invite Maxine to say a few words.

Maxine Brenner
Non-Executive Director, Qantas Airways

Thanks, Richard. I'd also like to acknowledge the traditional owners of the land on which we meet and pay my respects to elders past, present, and emerging. Thank you and good morning to everyone taking part in today's meeting. I'm pleased that we're able to be here in person at this AGM as well as online. The challenges of the aviation industry over the past years are well known. At all levels, our teams have had to review, respond, and reimagine. Our relentless focus has had to be on surviving, and now the renewed focus is on being sustainable. I'm incredibly proud of what Alan, the management team, and our people have done to drive our recovery and long-term sustainability. To get an airline back from the standing start is very difficult.

Like all airlines, we've had our hiccups, but the team has listened and is responding. My experience in other heavily disrupted industries, such as the university sector, have helped inform the discussion around need for rapid response, listening to our stakeholders, and finding solutions to the physical challenge of bringing many people together in the context and aftermath of COVID. Additionally, each of the industries I operate in are thinking closely about how best to navigate the war for talent, and that experience has been very relevant to Qantas as we have struggled with absenteeism due to COVID, flu, and most other industries. My involvement in the energy industry makes me feel especially proud of the work done by the team in introducing our Climate Action Plan and the subsequent announcement of the Qantas Climate Fund, as Richard mentioned earlier.

This will not only accelerate the SAF industry in Australia, it will make Qantas a leader in the aviation space. My background, as you've heard, is in finance and legal, and I'm now involved in the supermarket industry, energy and mining services industries. I've brought that experience into all areas of Qantas. Particularly looking at working with disruptive supply chains, delivering for our people during change and of course, serving our customers. We're all focused on that, and as you have heard this morning, continue to work hard on that. Thank you for the privilege of being a part of this extraordinary organization to date. With your support, I would be honored to work with my fellow board colleagues and management to ensure Qantas remains sustainable in the long term.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Maxine. The directors with Ms. Brenner abstaining unanimously support her re-election and recommend you vote in favor of this resolution. I now formally propose the following ordinary resolution: That Maxine Brenner, a Non-Executive Director retiring in accordance with the Qantas Constitution and ASX Listing Rules, being eligible, is re-elected as a Non-Executive Director of Qantas Airways Limited. I'll now take any questions on Maxine's re-election, starting with any in the room or online. Anabel?

Speaker 8

Chairman, there are no questions online or on the phone.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. If there are no questions, I'll turn to the details of the proxy votes received prior to the meeting. On the screens are details of proxy votes received in respect to Maxine's re-election. For those voting today, please cast your vote now if you haven't already done so. Maxine, based on those numbers and the votes in the room, congratulations on your re-election. Third and final re-election of director is that of Jacqueline Hey, being Item 2.3 of the Notice of Meeting. Jacqueline was appointed to the Qantas Board in August 2013. She is Chair of the Remuneration Committee and a member of both the Audit Committee and Nominations Committee.

T he Board believes that Ms. Hey's extensive financial, operational, and international experience, together with her experience as a professional director, enables her to make a significant contribution to the Board, the Audit Committee, the Nominations Committee, and as Chair of the Remuneration Committee. I'd now like to invite Jackie to say a few words.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Thank you, Richard. I think it might be good afternoon now without checking at the clock. Good afternoon to all our shareholders today joining us here. It is lovely to be back in person and also for those watching online. Prior to joining the board in 2013, my feelings about Qantas were like so many other Australians who do a lot of traveling, and perhaps even those who don't do a lot of traveling but still have a personal connection to the national carrier. It does feel like part of our national identity. I lived abroad for a number of years, and whenever I was returning home to Australia, I felt at home the moment that I stepped aboard a Qantas aircraft.

Over the past nine years, I've had the honor of getting to know the people of Qantas and of seeing their enormous commitment and professionalism, most especially during the enormous challenges that we've passed and had over the past few years. Since I was last up for re-election to the Board, I've taken on the role of Chair of the Remuneration Committee. One of the things I am most proud of over the past year, in particular, has been the work we've done as a board, along with Alan and his team, to recognize and reward the contributions of Qantas employees in the airline recovery from the pandemic.

The employee reward and retention program we announced in February is on track to make more than 17,000 non-executive employees shareholders in the company, rewarding their efforts and recognizing the part that they play in the success of the company. Last month, we extended that program to cover the more than 3,000 employees who've joined us in the past year. In October, we also adjusted the wages policy so that as the company returns to profit, we're returning higher pay rises. Outside of Qantas, my experience is in the areas of finance, technology, energy, and large-scale infrastructure. My focus on technology, in particular, is important in the boardroom to ensure Qantas has both the technical and digital capabilities to continue to support good customer service going forward, and particularly in these times, to support a robust cyber preparedness regime.

I hope that I have your support for re-election, and I look forward to having the opportunity to continue to serve Qantas and all its stakeholders. Thank you very much for your consideration.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Jackie. The directors with Ms. Hey abstaining unanimously support her re-election. I recommend that you vote in favor of this resolution. I now formally propose the following ordinary resolution. That Jacqueline Hey, a Non-Executive Director retiring in accordance with the Constitution, being eligible, is re-elected as a Non-Executive Director of Qantas Airways Limited. Are there any questions? Anabel?

Speaker 8

Chairman, we have a question from Stephen Mayne. Given that Ms. Hey chaired the re-election of the chair resolution, is she officially the second highest-ranking director? Also, after nine years on the board, is this likely to be her final term? Could Richard and Jacqueline comment on whether Qantas should have a deputy chair?

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks again, Steven. On, we've made no decision on. We don't have term limits, as Jacqueline said earlier, and we've made no decisions on when Jacqueline may retire as a director. In terms of a deputy chair, I don't think it's necessary, but we've always had an understanding at Qantas that the chair of the Audit Committee will stand in if the chair is unavailable for any particular reason. Nothing else, Anabel? Okay. If there's no questions, I'll turn to details of the proxy votes received prior to the meeting. On the screen are details of the proxy votes received in respect of Jacqueline's re-election. For those of you voting today, please cast your vote now if you haven't already done so. Based on those numbers, Jacqueline, congratulations on being re-elected. We're now gonna turn to remuneration matters.

Before considering the remuneration-related resolutions, we'll hear a few remarks from Jacqueline Hey, as chair of the Rem committee, as we've just said, on the Qantas approach to Rem in this year's remuneration report. During her address, Jacqueline Hey will specifically deal with the remuneration-related themes emerging from the questions submitted in advance of this meeting. I'd now like to invite Jacqueline Hey to again address the meeting.

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Thank you, Richard. I would like to present this year's remuneration report to Qantas shareholders. This is my first report as chair of the Remuneration Committee, and I'd like to thank my predecessor, Paul Rayner, and my fellow committee members for their support. As Richard said earlier, FY 2022 was clearly a challenging year for Qantas as our financial results reflected. In response, the board continued to take a prudent approach on remuneration. Let me address the key areas. First, base pay or annual salary. In line with the group's two-year wage freeze, there was no increase to base pay for the CEO and executive management in FY 2022. During the pandemic, Alan and our leadership team voluntarily took pay reductions in both 2020 and 2021 financial years. In FY 2022, Alan and the team received their contracted base pay.

This was not a pay rise, as some have suggested, but a return to the salary level that is in their contracts. The only difference is the salary that they had sacrificed in the prior two years. Overall, the CEO's pay level was 77% below the pre-COVID level and executive pay on average 58% below. For the record, Alan Joyce's contracted base pay has not changed since 2018. Secondly, we also did not operate our annual incentive plan, which we refer to as the short-term incentive plan in FY 2022. This was the third consecutive year of no annual incentive payments for Qantas executives. That reflects our financial situation, not the performance of our executives. Under very challenging circumstances, Qantas Group has again outperformed most of our global airline peers, which is a credit to our management.

Recognition of our talented people became a key focus during the year. After two years of COVID, we had seen a rise in attrition across our broader executive ranks, and the need for retention was raised at last year's AGM. In February this year, we launched our recovery retention plan. This is a one-off two-year performance incentive tied to the delivery of Qantas' COVID recovery plan. With our performance now rebounding strongly, as seen in last month's market update, it's easy to forget that 12 months ago, as other industries were recovering from COVID, Qantas was under immense strain. It was in this context that the recovery retention plan and the performance measures that would apply to it were developed. We made the deliberate choice at the time that all of the performance measures in the plan must be satisfied for vesting to occur.

The specific performance targets are, firstly, that the group delivers its AUD 1 billion cost reduction program target by the June 30th, 2023. Secondly, that net debt is below the top end of the net debt range, as set as part of the group's financial framework as at the June 30th, 2023. Finally, that the group is profitable on an underlying profit before tax basis in FY 2023. The plan includes executive management and the wider executive cohort, as well as approximately 20,300 eligible non-executive employees. For many non-executive employees, as I said previously, it provides an opportunity to become a Qantas shareholder for the very first time. Shareholder approval is being sought at this meeting for the CEO's participation in the recovery retention plan, as this AGM is the first time we've had a chance to seek this approval.

A question has been raised as to why there is a cash alternative if shareholder approval is not obtained. The answer to that is relatively simple. We think it's critical that the CEO is aligned to driving the recovery plan and is subject to the same recovery and retention plan performance measures as everyone else in the company. As the recovery retention plan replaces the short-term incentive in FY 2022, we do have a contractual obligation to provide an incentive opportunity to the CEO. We would like that opportunity to be through the RRP and to be all in equity. The board, of course, retains discretion to ensure pay is aligned with performance. The final element in our remuneration framework is our long-term incentive plan or LTIP.

This is a four-year plan with performance and service conditions over a three-year period, followed by a further one-year restriction on any vested shares. We measure performance by Qantas' relative total shareholder return or TSR against two peer groups. One is other companies in the ASX and the second is a peer group of global listed airlines. In the 2020 to 2022 LTIP, we partially achieved the performance hurdles as we ranked in the top quartile of our airline peer group. We did not meet our performance hurdle against peer companies in the ASX 100. Qantas' TSR has outperformed most airline peers over the past three years, and in fact, Qantas has achieved a top quartile performance in each of the past seven rolling three-year periods. This is quite an exceptional performance.

Based on this performance, 50% of our executives' LTIP rights vested and converted to shares with the remaining rights lapsing. For the third year in a row, Alan Joyce deferred a decision on the vesting of his LTIP rights. The decision on vesting these rights, as well as Alan's rights from LTIPs concluding in 2020 and 2021, has been deferred until August next year. We've seen reports, including from media and proxy advisor ISS, which have described Alan's remuneration as excessive. These analyses either ignore previous remuneration sacrifices Alan has made or are measuring his salary against what we think are non-relevant comparator sets. Qantas is an ASX 50 company. The board's remuneration approach benchmarks our executives' pay against ASX 50 companies which are comparable in scope, geographical reach, and complexity.

Most of this commentary also does not consider the CEO's deep experience and importance to delivering our recovery plan. Turning briefly to our remuneration framework for the current year, FY 2023, we've continued to evolve the performance measures for our executive team. Anticipating a return to more normal trading conditions, we'll return to using underlying profit before tax as our primary financial scorecard measure. We've also increased the weightings in our incentive plan to customer service, including delivering better operational performance in our performance measures. For the first time, we've introduced an environmental performance measure tracking the progress of our Climate Action Plan. The environmental measures will be included alongside other ESG measures.

In conclusion, the key point I'd like you to take away is that the board's aim is to ensure that pay outcomes continue to be aligned and appropriate for the circumstances in which Qantas, its people, its customers, and most importantly, its shareholders are operating. We will continue to review the remuneration framework, and we welcome your comments and suggestions for any further improvements. I'll now hand back to the chairman who will present the resolutions.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you, Jackie. The next two items of formal business for this meeting are to consider the proposed award of rights to your CEO, Alan Joyce, under the group's recovery retention plan and long-term incentive plan. These awards are explained in the notice of meeting. However, I'd like to reiterate an important point on the operation of both plans, being the rights awarded will only vest and convert to shares if the respective performance conditions are achieved. As Jackie detailed in her address just now, for the recovery retention plan rights to vest in full, the following performance hurdles must be met. The Qantas Group meets its AUD 1 billion recovery program target by June 30, 2023.

As at June 30, 2023, Qantas' group net debt is below the top end of the net debt range as approved by the board in accordance with the group's financial framework. The Qantas Group is profitable on an underlying profit before tax basis for financial year 2023. All shares that may be awarded to CEO under the 2022/2023 RRP will be newly issued shares. ASX Listing Rule 10.14 requires that shareholder approval of Mr. Joyce's participation in the RRP is sought. If shareholder approval is not obtained, then subject to the achievement of the performance and service conditions as described in the notice of meeting, Mr. Joyce will receive a cash payment at the end of the performance period equivalent to the value of the rights which would have vested and converted to shares had shareholder approval been obtained.

The RRP award opportunity for the CEO has been set at 150% of fixed annual rem on a face value basis. I now formally propose the following ordinary resolution that Alan Joyce, the Chief Executive Officer of Qantas Airways Limited, is permitted to participate in the recovery retention plan as contemplated by the explanatory notes accompanying the 2022 notice of meeting. I'll now take any questions on this item. Anabel?

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

Chairman, we have a number of similar questions relating to CEO remuneration. We will take a question from shareholders, Patrick and Jennifer Breen, which covers core themes raised. They ask, "How can you justify Alan Joyce receiving large bonuses when Qantas retrenched thousands of loyal employees despite accepting taxpayer funding through JobKeeper?

Richard Goyder
Chairman of the Board, Qantas Airways

I wanna make a couple of comments on that. Firstly, yes, we had support from the government over the last three years, and that support was very important. Just under AUD 1 billion of about AUD 2.3 billion in support went directly to our employees in JobKeeper payments. The balance was basically to support flights we did. I think we did something like 3,700 freight flights. We've done 400 repatriation flights, and we kept flying between Australia's capital cities and our regional towns at a time when there were no customers flying. The government support underpinned the costs to us of delivering that service to Australia through the pandemic. Certainly Alan didn't benefit in any of that.

Alan, over the last three years, has gone four months without any pay and a number of months with reduced pay. None of Alan or these senior executives have taken short-term incentives over the last three years. Qantas is the only company in the ASX 50 where that has been the case. I think we've been an exemplar in terms of executive remuneration over the last three years. I think it's incredibly important that Alan and the team, given what they've done, are part of the RRP. The board was very concerned over a year ago about retention of key people in the organization. We asked Alan, as I said earlier, in 2020 to continue serving as CEO to see us through the pandemic, and he agreed to do that.

A number of the senior management team have also made extraordinary sacrifices over the last two-three years. Their plans may otherwise have been quite different to support this organization. I wanna thank on behalf of the board them for that considerable sacrifice they've made. The board is very strongly of the view that Alan should be able to participate in the RRP. Microphone four.

Speaker 8

Chairman, may I please introduce Malcolm Hugh- Fraser.

Speaker 12

Thank you very much, and thank you for the opportunity for being able to ask or make comments in my case on the executive remuneration package as a whole, not just, Mr. Joyce's. I recognize the restraint that's been applied over these last few years, and I've listened to what Mr. Goyder has said, and I'm very proud to be a shareholder in a company which has this, dare I say, moral or ethical, standard, applicable to the executives. My concern is that and also I recognize that Qantas is having to operate out of a high-wage country. I think this is a challenge in itself, whether there's a pandemic or not. What I am concerned about, though, is the growing gap between the have and have-nots in Australia.

I find that I can't really vote for the executive remuneration plan. But nevertheless, I can envisage another plan which perhaps might be applicable in the future, which will demonstrate how our company, in this challenging aspect, I think all companies actually, have to deal with this growing gap between the haves and have-nots. I see our company perhaps in the years to come, may work out how this can be done, and indeed demonstrate how we are the spirit of Australia. Thank you very much.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. I do hope that you will vote to support this. I think we would all share. I mean, Australia, I think, is an amazing country, and we have an incredible standard of living. I don't think any of us are satisfied that there's some parts of the community that don't share in the benefits, whether they're homeless, whether they're part of the indigenous population and some other people. My view is that we in creating wealth we can then have a really good debate about how that wealth is distributed. It's pretty important that we build the pie.

I think Alan and his team are showing now the opportunity to build that wealth in this business, and that's gonna allow us to buy aircraft, employ more people, reward our shareholders and reward our own people, and reward our customers as well. I hope that you can support it, but I appreciate your comments. Thank you. Anabel, anything. So microphone two.

Speaker 8

Chairman, may I please introduce Penelope Fischer.

Speaker 13

I'd like to agree with the previous shareholder, but in fact, I find it hard to understand how that kind of quantity of remuneration on top of a base salary, which would incentivize your desire to see Qantas rise itself from the ashes like a phoenix. I find it hard to understand how that kind of remuneration should be necessary. I also find it slightly ironic that while you're waiting to come into this particular theater, that it says outside, "People today are hungry for love, for understanding love, which is much greater and which is the only answer to loneliness and great poverty." Mother Teresa.

I find it really kind of ironic that that sign should be outside when a lot of the voting today is actually totally in relation to Alan Joyce's incentivized gathering of extra assets beyond his base salary, which in itself I think would be quite adequate to feel you had a great incentive and desire to put Qantas back to where it was pre-pandemic. Also in relation to Uncle Michael West's original introduction today, that if Qantas really sees itself as a world leader and a top company in Australia, an icon for Australian people, why scholarships aren't being offered to the Indigenous population. Of course, training them as pilots and other staff for the airline is a wonderful idea, but also there should be scholarships.

There's a Rhodes Scholarship. He certainly left his legacy. Perhaps Qantas could look at that kind of thing. I would really like to hear from Mr. Joyce himself, why he feels that it's necessary to have an incentive above a base salary to actually strive to put Qantas back to where it was pre-pandemic.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. I'll get Alan to respond on the indigenous scholarships issue. Executive remuneration is always a challenging item. I've been a CEO myself, and I've sat where Mr. Joyce is sitting and had shareholders like you say, you know, "How much is enough?" One of the challenges we've got in setting remuneration is that we're competing in a very competitive work market in terms of capable executives and capable airline executives is a much even tighter market. We think for all the reasons I've outlined earlier and that Jackie outlined as well, that our remuneration settings at Qantas are competitive and provide the appropriate incentives for performance that reward all our stakeholders. Your suggestion, which on the face of it, you know, is understandable.

In the real world, it just doesn't stack up against the opportunities that people can have elsewhere. The reason we like these schemes is because it's equity-based, and that means that the, in this case, the CEO, but also the executives, have very strong alignment with shareholders. Alan, do you wanna talk about Indigenous?

Alan Joyce
CEO, Qantas Airways

I'd highly recommend that people read our Reconciliation Action Plan because it covers all of these areas in quite good detail. We do have Indigenous scholarships in a number of different areas and including through an area like CareerTrackers, where we do sponsor a number of Indigenous people. We did switch a lot of stuff off during COVID. We had to because we had no cash coming in, but we reactivated all of that activity and it is covered in immense detail. I think you'll be proud of what your company's doing in this space. As I said, there's only a handful of companies that get to the Elevate status, and there is Reconciliation Action Plan.

Qantas is one of them because it does a number of things across the board, not just in our pilot academy, but for graduates, for people trying to come into management, Indigenous kids across the board. We do sponsor a lot of Indigenous activity in local communities. Have a look at the plan. I think you'll be pretty impressed with it.

Richard Goyder
Chairman of the Board, Qantas Airways

Anabel?

Speaker 8

Chairman, we have another question from shareholder Stephen Mayne. Given the interesting discussions across a range of topics today, including on this remuneration report item, could the chair undertake to make an archived copy of the webcast available, plus a full transcript of proceedings available on the company's website?

Richard Goyder
Chairman of the Board, Qantas Airways

Again, thanks, Stephen, for the question. We don't see much value actually in transcripts, but we do keep our webcasts. This one will be on our website, Andrew, following the meeting?

Speaker 8

Yep.

Richard Goyder
Chairman of the Board, Qantas Airways

Yep.

Speaker 8

They go back to 2014.

Richard Goyder
Chairman of the Board, Qantas Airways

They go back to 2014, the webcast previously. Nothing else, Anabel?

Speaker 8

Chair, there are no more questions online or on the phone.

Richard Goyder
Chairman of the Board, Qantas Airways

Thank you. On screens are details of the proxy votes received in respect to the allocation of rights to the CEO under the recovery and retention plan. As outlined in the notice of meeting, Qantas will disregard any votes cast on this resolution by Alan Joyce, his associates, and his closely related parties, except as directed by any proxies. Proxies cast by key management personnel and their closely related parties will also be disregarded where the votes are undirected. As chairman of the meeting, I intend to vote all undirected proxies in favor of this resolution. The directors, with Alan Joyce abstaining, recommend that you vote in favor of this ordinary resolution. For those voting today, please cast your vote now if you haven't already done so. We'll now move to the proposed award of rights under the long-term incentive plan.

For long-term incentive plan rights to vest in full, our total shareholder return needs to outperform 75% of the companies in the S&P/ASX 100, as well as 75% of the global airlines peer group over the three-year performance period. Should these conditions be achieved, the rights will vest and convert to Qantas shares on a one-for-one basis. These shares would then be subject to an additional one-year holding lock. If the performance conditions are not achieved, the rights lapse and no shares are awarded. As outlined in the notice of meeting, Qantas will disregard any votes cast on this resolution by Alan Joyce, his associates, and his closely related parties, except as directed by any proxies. Proxy votes cast by key management personnel and their closely related parties will also be disregarded where the votes are undirected.

As chairman of this meeting, I'll intend to vote all undirected proxies in favor of this resolution. The directors, with Alan Joyce abstaining, recommend that you vote in favor of this ordinary resolution. I now propose that Alan Joyce, the Chief Executive Officer for Qantas Airways Limited, is permitted to participate in the long-term incentive plan as contemplated by the explanatory notes accompanying the 2022 notice of meeting. I'll now take any questions on this item. Anabel?

Speaker 8

Chairman, we have another question from Stephen Mayne on the LTIP resolution. Big and small shareholders often have a very different perspective on executive pay resolutions. For instance, at the recent Tabcorp AGM, only 47% of voting shareholders supported the LTI grant, but they represented 98.7% of voted stock. When disclosing the outcome of voting on all resolutions today, including this LTIP grant, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions, and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Stephen. Andrew, do you want to respond to that, the company secretary?

Andrew Finch
General Counsel and Company Secretary, Qantas Airways

Thanks, Stephen, for the question. We'll report the results of the meeting in accordance with the ASX Listing Rules. As you know, Stephen, those Listing Rules are developed after wide consultation among investors across the gamut and probably reflect better the feeling of investors as to what's required and what's important to gain a feeling for the votes in this AGM.

Richard Goyder
Chairman of the Board, Qantas Airways

I might mention that one of our significant shareholders had a bit of a muck up in their voting and they've advised us that they would have voted in favor of all resolutions today. They're about 3% shareholders, so that would have moved the numbers that have already been disclosed further in support. Anabel, anything else?

Speaker 8

Chairman, there are no other questions online or on the phone.

Richard Goyder
Chairman of the Board, Qantas Airways

Microphone two in the room.

Speaker 8

Chairman, may I please introduce again, Penelope Fischer.

Speaker 13

This question is obviously directed at Mr. Joyce as well. During the period in which you've actually been the CEO of Qantas, you've introduced things that have not been seen before. There was a reduction in the value of the shares. They were devalued so that everybody owned less shares in order to realign the books in some way. Also during that period, obviously, before the full effect of the pandemic was known, there was announced that there would be a dividend to shareholders that was actually looked forward to by many shareholders, I dare say, that was then actually backpedaled on and never given. Is that outstanding dividend ever going to be delivered in the future that was promised?

The other thing, of course, is that there have been no dividends during the pandemic, which is to be expected because it's been a tough time universally for people across the world. There's been no dividends offered by Qantas because of the severe effects the pandemic has had on international and domestic travel. That's understandable. In view of that, how can that kind of remuneration on top of a base wage again, be seen as justifiable when shareholders are no longer getting dividends? Thank you.

Richard Goyder
Chairman of the Board, Qantas Airways

I'm not sure if I understood the first part of the question. Oh, it's the capital return. On the second part, I'll get Alan to just talk about the capital return. On the second part, clearly it was disappointing for us not to proceed with the dividend payment, which I think was due in early 2020, wasn't Andrew?

Andrew Finch
General Counsel and Company Secretary, Qantas Airways

It was, yes.

Richard Goyder
Chairman of the Board, Qantas Airways

We're at that stage focused on one thing, which was liquidity to ensure. We had no idea, and I don't think anyone did, how long and how bad this pandemic would be. We had to batten down the hatches in every respect to ensure that we survived the pandemic. That included, unfortunately, not proceeding with the dividend payment. At some stage in the future, we hope to reward shareholders in dividend payments as well as what we've been doing in recent times, buying back our shares when we're in a position to do that in an efficient way, which means we've got franking credits, i.e., we've started paying tax again. Alan, do you want to talk about the capital return?

Alan Joyce
CEO, Qantas Airways

Yes. There's a number of different ways of returning money to shareholders, and one of the ones that we did a few years ago was a capital return, which is a very tax effective way of giving surplus cash that we have back to the shareholders. Essentially, does reduce the number of shares. But what that does is it potentially enhances or does enhance the earnings per share and improves the share price. When you see Qantas' share price performance, particularly over this period of time, we've seen total shareholder return, which is the measure we have, significantly improve compared to airlines. Jackie showed the slide.

We've been the top performer, nearly number one or number two in airline performance in total TSR because our share price has either maintained or improved over that period of time. As Richard said, I mean, the big issue with dividend is because of the tax losses that we have had is this issue of not being able to pay a dividend as a franked dividend. The strong feedback from Australian-based shareholders, buybacks, capital returns, if they were appropriate, are a better, more tax-effective way of doing that, and they do enhance total shareholder return. We can see that through our history as we've done that.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks, Alan. I think I'll move on. I'll turn to the details of the proxy votes received prior to the meeting. On the screen are details of the proxy votes received in respect to the allocation of rights to the CEO under the long-term incentive plan. I think as I've said, and outlined in the notice of meeting, Qantas will disregard any votes cast on this resolution by Alan Joyce, his associates, and his closely related parties, except as directed by any proxies. Proxy votes cast by key management personnel and their closely related parties will also be disregarded where the votes are undirected. I think, as I said, I intend to vote all undirected proxies as chair in favor of this resolution. For those voting today, please cast your vote now if you haven't already done so.

We'll move on to the next item of business. The fourth and final item of formal business of this meeting is to consider an advisory resolution to approve the remuneration report. The remuneration decisions made by the board during the year were just outlined by Jackie, and they're detailed in the remuneration report. Qantas will disregard any votes cast on this resolution by key management personnel whose remuneration is detailed in the remuneration report and their closely related parties, except if cast as a proxy and the votes are directed. As chairman of this meeting, I intend to vote all undirected proxies in favor of this advisory resolution. The directors recommend that you vote in favor of this advisory resolution.

I now formally propose the following advisory resolution, that the remuneration report for the year ended June 30, 2022, set out in the directors' report, is adopted. I'll now take any questions on this item. Anabel?

Speaker 8

Chairman, we've received a number of similar questions focused on executive remuneration. We will take a question from shareholder Alexander Elsis, which covers the core themes raised. He asks, "Will executives be taking bonuses this period despite the poor performance of the business?

Richard Goyder
Chairman of the Board, Qantas Airways

I think Jackie's answered that pretty well. Executives haven't taken any short-term incentives over the last three years. Long-term incentives have been awarded in equity, and Mr. Joyce has deferred taking any of that, any of his long-term incentives over the last three years. The RRP that we've just talked about will vest if the three performance hurdles are achieved next year. We've outlined in the remuneration report that for the financial year we're now in, i.e., the 2022/2023 financial year, there will be the short-term incentive. We've outlined, and Jackie's disclosed those as well, outlined the key elements of that that will go to both short-term and long-term incentive, any awards to be paid next year. Jackie, you okay with that? Nothing else?

Jacqueline Hey
Chair of the Remuneration Committee and Non-Executive Director, Qantas Airways

No, I think you've covered it all well. Thanks, Richard.

Richard Goyder
Chairman of the Board, Qantas Airways

Thanks. Anabel?

Speaker 8

Chairman, there are no other questions online or on the phone.

Richard Goyder
Chairman of the Board, Qantas Airways

Microphone 4.

Speaker 8

Chairman, may I please introduce Malcolm Hugh- Fraser.

Speaker 12

Thank you very much. May I also just make the point how grateful I am for our board. My disagreement with the pay system should in no way indicate that I'm unhappy with the board. I am very happy with the board. We have done extraordinarily well as an airline over these last years. I think of Mr. Joyce. I didn't know until today that Mr. Joyce, on the fifth of January 2020, actually identified the source of this dreadful virus. He must be clued up and listen to what's going on around the world. As pilots say, he was situationally aware. For a CEO, that is absolutely essential. I just acknowledge and am awed by his judgment and situation awareness. I'd just like to ask a question about this remuneration report.

I think there was a rule change some years ago about a remuneration report had to be voted on, and that if a certain percentage of shares voted against it, the whole board had to resign or something. Is this what we're talking about here?

Richard Goyder
Chairman of the Board, Qantas Airways

Firstly, I appreciate the comments. That situationally aware, I talk about CEOs being able to see around corners, and it's actually pretty helpful. In the last three years, it's been more than helpful. I think Alan and the team have been very good at that. I know Alan would say that his management team have been a key part of that, which they clearly have. On remuneration reports, as I said earlier, it's advisory only. If there was more than 25% vote against the remuneration report, then in two years in a row, then there's a board spill. That's the way it works. A number of companies in Australia have had one year of more than 25% of votes cast against remuneration reports.

Very few. There are some, I think, Andrew, but very few have had two in a row. Mostly because, I mean, I think as a board, we're very attuned to the shareholders' needs and requirements. Yeah, I think today's discussion has been good on remuneration, but you know, I think we've come a long way in terms of developing remuneration schemes that are well aligned with the interests of all stakeholders. If you look at the Qantas annual report, I think you can see that our remuneration very closely aligns with outcomes for shareholders, which is what you know, we designed.

Speaker 12

I take it that, we didn't have a vote against this thing last AGM.

Richard Goyder
Chairman of the Board, Qantas Airways

No.

Speaker 12

No. Thank you very much.

Richard Goyder
Chairman of the Board, Qantas Airways

I'll put up the results now. Anabel, anything else?

Speaker 8

Chairman, there are no other questions online or on the phone.

Richard Goyder
Chairman of the Board, Qantas Airways

Okay. On the screen are details of the proxy votes received in advance of the meeting in respect of this resolution. Again, if you're voting today, please cast your votes now if you haven't already done so. All resolutions have now been dealt with, which concludes the formal business of the meeting. I now declare the meeting closed. Shareholders and proxy holders will have five minutes from now to complete their voting via the online platform. Once all votes have been accounted for and verified by the share registry, the results of the AGM will be lodged with the ASX as soon as possible, which will be later this afternoon. On behalf of the board, can I thank you all again for your ongoing support and for joining us today at our 2022 annual general meeting.

I appreciate the tone and questions in the room and online. I think it's been a very constructive AGM that's constructive and hopefully one where we can look forward with great optimism in terms of the future of the airline. For those of you in the room, hopefully you can join the board now for a light refreshment in the foyer. Thank you very much, everyone.

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