Ramelius Resources Limited (ASX:RMS)
Australia flag Australia · Delayed Price · Currency is AUD
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May 13, 2026, 4:10 PM AEST
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AGM 2023

Nov 23, 2023

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Good morning, everyone. Good morning, ladies and gentlemen. I'm Bob Vassie, Chair of Ramelius Resources Limited. I guess I just realized it falls to me to do the safety briefing, and I guess as we've all been here before, and many of you have been here before, if we get the signal, the normal alert signal and the evacuate signal, please follow the signs out, down the stairs and across the road. Be careful crossing the road. Don't want another incident there. And follow the instructions of staff, okay? So, it is now past the appointed hour, and I declare the meeting open. Welcome, everyone, to the 21st annual general meeting of Ramelius Resources Limited. Our meeting today is being held on the lands of the Whadjuk people, and I wish to acknowledge them as traditional owners.

I would also like to pay my respects to their elders, past, present, and emerging, and to Aboriginal elders of other communities who may be here today. I would like also to acknowledge the traditional owners of the lands in which we undertake our mining operations. Today's meeting is a hybrid one, being held in person and online via the Computershare platform. This allows shareholders, proxies, and guests to attend the meeting personally and virtually. All attendees can watch a live webcast of the meeting, and by using the Computershare platform, shareholders and proxies have the ability to ask questions and submit votes. I declare a quorum present. No video or recording of this meeting has been approved or authorized. Please ensure your mobile phones are turned to silent mode, which I better check myself. Yes. And now for some introductions. I'm Bob Vassie, the Non-Executive Chair.

On the panel here, we have Natalia Streltsova, Chair of the Risk and Sustainability Committee. Colin Moorhead, non-executive director, and Mark Zeptner, our CEO and Managing Director. Richard Jones, our company secretary, is here, as is David Newman of Deloitte, as our auditor. Unfortunately, absent today are David Southam, Chair of our Audit Committee, who is traveling overseas and actually on the plane as we speak. And also, absent is Fiona Murdoch, the Chair of our Nomination and Remuneration Committee, who is recovering from a serious accident. Fiona has been excused from board meetings, and Colin Moorhead has temporarily assumed the role of Chair of Nom and Rem Committee. We wish Fiona a speedy recovery and look forward to her return in due course. I trust that all attendees, including shareholders and persons present by proxy, have registered their attendance.

Only attendees holding green or yellow cards are permitted to ask questions. If you have a red card, you'll be sent off. I just had to mention that for the rugby. For those attending online, questions can be submitted at any time. To ask a question, select the Q&A icon at the top of the Computershare platform. Select the topic your question relates to from the drop-down list. Type your question into the text box and press the Send button. To ask a verbal question, please follow the instructions written below the broadcast window. Please note that while you can submit questions online from now on, I will not address them until a relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together.

If you have any issues using the system, please return to the Computershare platform. Finally, due to time constraints, we may not get to answer all of your questions. If this happens, we will answer them in due course via email or posting responses on our website. I'll now move on to my address before we get to Mark's presentation. So we're holding a hybrid meeting structure this year, although the restrictions from the pandemic are behind us. While we are past the direct impacts of COVID-19, the lingering skills shortage, along with cost inflation pressures, are generating genuine headwinds for the company and for our sector. So it is pleasing to see that, once again, the team at Ramelius has been able to deliver to plan and achieve significant growth during the financial year.

Your company has delivered another solid performance, operationally and financially, and Mark will cover some of this in his address shortly. Ramelius delivered AUD 75.3 million underlying net profit after tax for the financial year, finishing with AUD 272.1 million in cash and gold on hand, and this was after investing AUD 190 million back into the business and capital growth projects, mostly made up of new mining area, area development. Our continued financial strength and strong balance sheet, even after significant investments in inorganic and organic growth, have ensured that we've been able to pay a fully franked dividend for the fifth consecutive year, with this year's AUD 0.02 per share dividend representing a payout ratio of approximately 30% of underlying cash flow. Other than our operational delivery, this past year has been a story of growth.

This growth has been on three fronts, including a significant spend on exploration, organic mine development, such as our new Penny underground mine, and renewed development at Galaxy at Mount Magnet, and of course, growth through corporate acquisitions, where we have been very busy. While it took a while to get our haulage permits for Penny, the benefit of having a high-grade mine feed into Mount Magnet was felt strongly in the last quarter of the financial year. In the first quarter of this financial year, Penny was focused on development of new levels, but moving forward, we'll be again contributing low-cost ounces into the profile and allow us to reduce our group all-in sustaining cost for the next few years. When you have such a strong asset like Penny, you would like the mine to operate for as long as possible.

After getting the mine started, our attention turned to more drilling, and the mineral resource update released for Penny on the fifteenth of September saw a further 70,000 high-grade ounces added to the inventory. We continue to drill at Penny, including the Penny West deposit. Following on from the takeover of Apollo Consolidated in the previous financial year, we moved to acquire Breaker Resources in March. Together, Apollo's Rebecca Project and Breaker's Roe Project have given us a resource of almost 3 million ounces east of Kalgoorlie in the WA Goldfields. This combination gives us the scale that opens the opportunity to develop a project as a new standalone operating hub and to perhaps be the center for further consolidation in the region.

In July, not long after closing out the Breaker deal, we announced a recommended bid for Musgrave Minerals Limited, owner of the Cue Project near Mount Magnet, which adds high-grade material into our resource base in the area and presents further options for optimizing production at the Mount Magnet mill. With all this growth supporting our future as a gold producer, it's important not to overlook growth from the drill bit. Ramelius invested AUD 21.4 million in exploration during the period, and we will be investing closer to AUD 30 million this financial year. Brownfields exploration is very much warranted in and around Mount Magnet, where we continue to find deposits like Bartus East in a mature mining camp, and even go back to past mines like Galaxy and Hill 50 to drill out extensions.

Exploration in and around our recently acquired deposits is also important, so that we can take the optimal development path from a better understanding of the ore body. Greenfields exploration is also important as that's how all our current mines were found in the first place. A lot of people forget that. I would also like to highlight the contribution of our exploration team makes to the business development efforts, along with our technical team and resource geologists, to help make sure we truly understand what we're acquiring in terms of value and upside. That's very important. This year, we'll be releasing the sustainability report separately from the annual report. In this fourth sustainability report, planned for release very soon, we will provide an update of our performance, including our progress on reporting against global frameworks.

We continue to explore options for reducing the carbon footprint of our operations, including developing options for renewables at Mount Magnet, and also considering similar options for any new plant in the Rebecca, Lake Roe region, and together, they represent our largest benefit areas for renewables. We'll also continue to assess electric truck haulage for our existing hub-and-spoke operational model. I talk about diversity and inclusion at every AGM, as it's an important area for improvement at Ramelius and in our industry. Despite our efforts, we Remain at around 18% female participation in our workforce, with lower levels experienced in the leadership side of the business. We're not where we need to be, and we continue to look for opportunities to make the business more attractive to women and others who would not normally consider careers in mining. Some of the solutions may take longer.

Today, there is fierce competition for female leaders, engineers, and geologists with not enough diverse talent to go around. Essentially, we're all fishing in the same small pond. I feel we need to work hard in the early stages through the schools to encourage more interest in STEM subjects and to showcase what the real opportunities in modern mining are today. It's not just pick and shovel. If we can increase the pool, we can drive real change. I know that industry participation, participants like the CME here in WA, the Minerals Council of Australia, and the Australian Institute of Mining and Metallurgy, are developing programs to support such an objective, which is sensible given that the minerals industry is Australia's largest exporter, largest company taxpayer, and largest investor in infrastructure.

In my last report to shareholders a year ago, I made mention that many gold stocks were trading close to half of their underlying asset valuations. I said it is how companies recover their valuations moving forward that will be the differentiator. I am very pleased to report that after a brief hiatus as rising input costs impacted margins and sentiment against gold producers, Ramelius was returned to the ASX 200 index in September 2023 in the quarter rebalancing, as investors came to the realization that the stock had been well and truly oversold. At the last AGM, I welcomed Colin Moorhead to the board ahead of his commencement as a non-executive director on the first of December 2022. Colin stands for election in this AGM.

Colin's background as a geologist and experience in gold exploration and project development are a great fit for Ramelius, and we're very pleased to have him on our board, and he has already added significant value to our organic and inorganic growth strategy during the year. I'd also like to take this opportunity to give my personal thanks to Tim Manners, over there at the end of the table, our CFO, who will be leaving us in January, after nearly seven years of excellent service to the company. As you will be aware, Ramelius has completed seven project acquisitions in the last six years, and we have just completed three in quick succession. As well as performing his duties as the CFO, Tim has led our business development efforts and has been clearly busy as well as successful.

I'm sorry to see Tim go, but he has been lured away by the appeal of the lithium industry... further demonstrating my point on the competition for talent that miners face currently. Further, the rate of growth and M&A activity has placed a heavy load on the team, and I would like to thank them for their efforts. This team includes, you know, our company secretary and head of legal, technical services, resource development, exploration, as I mentioned before, and our business development team. They all work together as a cohesive unit in understanding the value of our opportunities and the value of the things that we can buy, so, or acquire. So I'm thankful for that team that's worked very hard, with all those acquisitions that I just mentioned.

Thank you to my fellow directors, Natalia, Fiona, David, Colin, and Mark, for their efforts during a very busy but rewarding year. It's a pleasure to work with such a strong board and management team when we're engaged in exploration, new projects, operations, M&A, and performing well as a business. Finally, I'd like to thank our shareholders for continuing to share the vision we have for the company. Mark Zeptner will now share some details on our progress during the 2023 financial year. Thank you.

Mark Zeptner
Managing Director and CEO, Ramelius Resources

Thank you, Bob. It certainly has been a solid year for the company, with an improved gold equities market in 2023, providing a nice change from 2022, certainly. We've produced some really decent results for the financial year, and this leaves Ramelius in arguably its strongest financial position ever. For that, I also have to thank the hard work of the Ramelius team, along with the support of the board and, of course, shareholders and associated stakeholders. This morning, I will review our FY 2023 performance briefly before touching on where we're up to in terms of our strategic journey. And then, as always, finishing up with a couple of key project updates. I will be making some forward-looking statements. Also note the input of our competent persons.

I think they're here today, Jake, Paul, and Peter, who, as competent persons, actually have a pretty thankless task in this industry. They are only normally mentioned when something goes wrong. Thanks, guys. If I start with the corporate overview, current market cap around AUD 1.8 billion. As of end of September, almost AUD 260 million in cash and gold and no debt. Although we note there we do have an undrawn AUD 100 million dollar facility, should we feel we need it. Though realistically, this is only likely to be required for larger M&A, as our operations are strongly cash flow positive, and getting stronger as we move through the FY 2024 year. In FY 2023, produced just above 240,000 ounces at a pretty respectable all-in sustaining cost of just under AUD 1,900 an ounce Aussie.

Whilst the September quarter was not as strong as the previous June quarter, it was still cash generative, which is something we are very focused on because we know that is how gold producers are measured these days. That is, by free cash flow. Ramelius forecast that our all-in sustaining cost, whilst already competitive, will reduce even further through FY 2024 and 2025. To this point, we've retained our guidance for FY 2024 at between 250,000-275,000 ounces at an all-in sustaining cost between AUD 1,550-AUD 1,750. Project map is next, where we show our two production centers, Mount Magnet and Edna May, and our development project out to the east of Kalgoorlie, Rebecca, all in Western Australia and all within an hour's flight or so from Perth.

What you currently see on the screen is the project portfolio as it stood this time last year. So let's go through, keep your eye on the screen, what has changed. Firstly, Vivien, unfortunately, after 7 years of operation, shut in January. In April, planned haulage from Penny turned into actual haulage up to Mount Magnet. In May, as Bob mentioned, we acquired the Roe project through the takeover of Breaker. In September, we started hauling from the Symes project in the Wheatbelt, south of Edna May. And most recently, through the takeover of Musgrave, Musgrave Minerals, which completed only last month, we acquired the Cue project adjacent to Mount Magnet. So it's been a busy 12 months, in terms of what's changed, but it's this continued and ongoing use of existing infrastructure that underpins a key part of our growth strategy.

Now, Ramelius' growth in production since 2015, from around 80,000 ounces a year to the current circa 250,000-260,000 ounces, has generally been accompanied by growth in resources and reserves. What you see on the chart here is resources. This year, resources increased by 23%, and while all reserves have reduced slightly, it is worth noting that we have a significant number of resources, resource ounces, that are the subject of studies in FY 2024 for potential conversion to reserves, which are those listed, Rebecca, Roe, Cue, Bartus and Penny, and they total some 4.3 million ounces. Further to this, we have approximately 2 million ounces of resources at Edna May, Eridanus, and Hill 50, the subject of future conversion potential.

Even at a 30% conversion rate of these resources, in total, we are talking about adding almost 2 million ounces of all reserves, which is more than double our current position. Now, let's put our FY 2023 performance into context by including some 5-year trends on some key financial metrics. I'm sure Tim, if he was up here, would spend a fair bit of time going through these in a bit of detail, but I'll try to cut to the chase. Increasing revenue, along with generally increasing cash and gold and working capital, which are the three graphs along the top, has led to a consistently profitable business. We've posted a profit the last three years, sorry, nine years running, and increasing dividends, assuming one does account for the step back associated with COVID two years ago, on our dividend profile.

This chart uses actual all-in sustaining costs up to FY 2023. You would have seen it before, no doubt. Then the midpoints for our guidance for FY 2024, and then the three-year outlook for FY 2025. The yellow line at the time this chart was put together used a $2,880 spot and our hedge book. Obviously, with the current spot above $3,000 per ounce, the curve is a little steeper on the gold price line, displaying that +40% margins over all-in sustaining costs are readily achievable once again. Ramelius is in the unique position where primarily an increasing proportion of high-grade, low-cost production will lead to a lower all-in sustaining cost over the next two years, at least.

We are forecasting a pretty modest non-sustaining CapEx of AUD 55 million at the midpoint, and that's worth pointing out because it's lower than it has been for a number of years, and it adds further impetus to our strong cash flows that we expect going forward. I've said it before, indeed, everything else being equal, we're aiming for a cash and gold balance in excess of AUD 400 million by the middle or the end of the financial year. Now, let's look at how we're progressing with our strategy. I believe we have been delivering on our mission here at Ramelius, where we're focused on sustainable delivering, sorry, sustainable returns and superior returns through a combination of capital growth and dividend yield. As Bob said, noting we have paid a dividend five years running.

Now, in the center, we've delivered on our strategic initiatives, with one notable exception. We've hit priority one, feed existing hubs with acquisitions such as Penny and Cue. Priority three, which is growing greenfields, with our Breaker and Roe acquisitions. Priority four, growing our capability as we've grown our team and their capability. And priority five, we've done a lot of work on the essentials, and governance of the company. Which leaves priority two, acquire a third hub as the obvious exception. Can I just say it hasn't been for the lack of effort? Those in the industry will understand that a lot of things have to line up, for these typically larger transactions to succeed. Rest assured, we are persistent, and we do Remain committed to the strategy. A slide each on Roe and Cue.

Firstly, with Roe, sits at the southern end of the Keith Kilkenny Tectonic Zone, which also hosts Northern Star's Carosue Dam operation to the north. The jewel in the crown at Roe is the 1.5 million ounce Bombora deposit, which is both open pit and underground potential. It's only 50 kilometers from our own Rebecca project, and the ability to combine exploration and ultimately development teams is already in progress. Both projects have the same pastoralist, the same native title group in the same shire, simplifying this combination of what we believe are the two best resources in this area. And the resources now total over 3 million ounces. We are currently drilling, and we should see some results from Roe start to flow soon enough.

Up at Cue, you can see the tenement package almost adjoins our own, both in the north of the main Break of Day project, but also with respect to Mount Magnet South tenements, which are in felsic porphyry-type rocks, similar to our own Eridanus and Bartus deposits that we have at Mount Magnet. There is a high-grade core that's a feature of the Break of Day deposit. We're talking about 1 million tons at 10 grams for over 300,000 ounces, which will be central to the economic returns at Cue, and was the foundation of Musgrave's own stage one PFS that they released back in April. I've said before, this project is bread and butter matter for Ramelius, small, high-grade, open pit, then an underground mine with a modest CapEx. Spectacularly fast payback.

I'm glad you find that funny, Cook, but this is really in our wheelhouse. Team's working hard to have this project in production in FY 25. It's all systems go as far as permitting and preparation for production at Cue. Brief update on key projects, and we can't update a Ramelius portfolio without starting with Penny. As we've always said, the high grade is in the 10-20 gram bucket, which is the purple or magenta color of the Penny North project on the right-hand side. A number of ore drives are in, stoping is well underway, multiple fronts. The CRF plant is up and running, and the decline is well in advance of production.

If anything, this mine is not production limited, it's stoping and filling limited, which makes a change, but a different challenge for the team, which has largely been adopted from our Vivien, highly successful Vivien mine. A 15,000-meter drill program has been completed, and we added 70,000 ounces or 28% more high-grade ounces to the June 2023 figure. And we're now looking at - what you're looking at now is the previous resource, and if I click, I'll show you the difference between the old and the new resource, where we did add extensions to the south of Penny North and to Penny West, which is below the pit itself. Currently working on reserve conversion to extend the mine life beyond the original plan, whilst also continuing to look for extension opportunities at Penny, at Penny. Excuse me.

Now, Symes project, south of Edna May, has now commenced production, somewhat earlier than we actually envisaged in the 3-year plan. We figure, if Edna May can take the additional feed, and given that it's oxide, quite soft feed, it, it almost goes through for free. Again, soft oxide, shallow, open pit, high-margin material that'll make for strong cash flows over the next 12 months or so. Once again, you can see here, we're mining right in the middle of a broad acre paddock, and are appreciative, appreciative of the willingness of the local farmer to work constructively with us at Symes. In terms of progressive rehabilitation at operation, the team continues to do some excellent work here. You might have seen, the two pictures on the left before, at Vivien and Tampia.

We actually stack up quite well on this metric. It is a metric, progressive rehabilitation compared to peers. And we also believe that it makes sense to be doing it whilst you're mining, because it's the most cost-effective way of doing it, rather than leaving it to the end with a separate team. So Vivien and Tampia are in the Northeastern Goldfields and Wheatbelt, respectively. I've added on the right-hand side the recently completed Die Hardy open pit at Marda, which is located north of Southern Cross in the Yilgarn region. And I would expect the vegetation, given how thick it is around the mine, to grow back quite, quite successfully in this case. In terms of organic growth, we continue to track on a quarterly basis our projects in terms of net cash flow.

The project cost or price is in blue, the cash generated in yellow, and the net cash being the red dot and the number. We have a trend established here of larger investments, but ideally larger returns as well. We have Edna May, Marda, Tampia, now Symes, all effectively in production, with the Penny bar now heading in the right direction, which is up. All production assets, except Symes, which is relatively early days, had a net increase for the quarter and all moved in a positive direction, which you'll see. Now, along with the new Cue project on the far right-hand side, which investment is a little over AUD 200 million, which does include estimated stamp duty payable down the track. We have made 7 acquisitions in 6 years. That doesn't include Symes, but does include Cue.

And our balance sheet Remains such that we can consider new opportunities as and when they arise. Now, I'll finish off with a share price comparison over the period from November 2022 to November 2023. And it does include 15 of our peers, effectively our peer group. Pretty clear second place. I think it's an excellent result with a 120% increase over the period. Certainly much better than the previous 12 months on an absolute basis, but hopefully, shareholders have stuck with us over the period to be now benefiting from a stronger gold market and Ramelius being one of the top performers in the group. Thank you for your attention this morning, and I'll hand it back to you, Bob.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

All right. There's a wrong question. Put that down there. Yeah. Thanks, Mark, for that. Now, before we move to the formal part of the meeting, are there any questions relating to my address or Mark's presentation of a general nature at all? Any from the floor? From the online folk?

Moderator

There are, Mr. Chairman. There's a couple which are quite general. A few lines to them, so please bear with me. First one is from Mr. Stephen Mayne. And the question is: "When disclosing the outcome of voting on all resolutions today, including the Rem report, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a voluntary disclosure initiative adopted by the likes of the ASX itself and Qantas, who both did it for the first time this season.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Okay, thanks for that suggestion. I wasn't aware of a move in that direction. We'll have a look at it, and if we think it's a good improvement in how we communicate voting around the AGM, we'll certainly look into that. Thank you.

Moderator

And there is one other-

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Yeah.

Moderator

Mr. Chair. I'll try and shorten this a little bit, but in essence, Howard and Costello sold two-thirds of the Reserve Bank's gold at historically cheap prices. This move has cost the Australian taxpayers AUD billions. How important is central bank reserves to a strong gold price? And have we lobbied the new government to set funds aside to rebuild the Reserve Bank's gold reserves? And do we sell much gold directly to central banks?

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Okay, I think there's a couple of questions in there. Do we sell directly gold to the government? No, we don't. We, like most gold miners, I think here in Australia, we sell it to the Perth Mint, and if the government wants it, they'd buy it off them. Have we lobbied government to take more into the central coffers? No, we have not. If they're. You know, we tend to, in some of those policy settings, work with our peak body organizations like the CME here in WA or the Minerals Council of Australia, more broadly, if we seek the, if we think there needs to be policy change in that direction.

I think the rest of it's probably asking for a bit of a historical opinion, of which I'm probably not qualified, and there'll be as many opinions in the room as there are people. One observation is, you know, when governments start to buy gold, it might be good for the gold price. When they hang on to a lot, it might not make a difference, and when they decide they've got too much, it might impact the price. So, yeah, that's my answer to those ones. Yeah.

Moderator

There is one more.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Yeah.

Moderator

Apologies.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Thank you.

Moderator

All of these are from Stephen Mayne. And again, I will try and shorten this one. But in essence, he's asking that there is a trend coming where proxy votes, as they stand before the AGM, are actually published on the ASX. So interested shareholders and other stakeholders can have an early insight into the proxy position before the AGM debate commences, and can ask relevant questions if there have been any protest votes. He's asking us to do the same, but also finishes with: "Many thanks for hosting a hybrid AGM. Keep it up, so us on the East Coast can participate. And don't forget to publish a full archive of the webcast on your website.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Yeah, well, we'll certainly do that, and thanks for your question, Stephen. I think on that last one, that's another improvement opportunity. There's no problems publishing the proxy votes. We'll see them on the screen today. Obviously, it's a bit more difficult for people that aren't in the room, so take your point on that. We'll definitely look into it. Usually, by that time, it's pretty clear where the results are going, but I take your point, and we'll have a look at it. Right. So if there's no audio questions, moderator? No? Okay. We'll now move to the formal part of the meeting. The notice of the meeting, dated 20th October 2023, was sent to all shareholders. I take the notice of the meeting as being read. Thank you.

Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, for those attending online, if you're eligible to vote at the meeting, a new Voting tab will appear. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button, as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business. The Vote icon will soon appear. Please submit your votes at any time. I will give you a warning before I close voting.

For those here in the Fraser Suite, so we'll deal with the poll procedures at the end of the discussions on the items of business. 495 proxies have been received, representing approximately 650 million shares. A further breakdown of the proxies received for each resolution will be detailed prior to voting on each resolution. The first item of business is to receive and consider financial statements and reports of the directors and auditors for the year ended 30th of June 2023. They were sent to shareholders in an email before the meeting for discussion. Are there any questions on the financial statements and report for management or the company's auditor? So I'll ask for questions from the floor, but first, prior to today's meeting, we received a question directed to our auditors.

I'll invite David Newman from Deloitte to read the question and provide his response. Thanks, David.

David Newman
Partner, Assurance & Advisory, Deloitte

Brilliant. Thank you, Mr. Chair. I'll now proceed to respond to the question that was submitted to the attention of the auditors in advance of the AGM. To set the context, I'll note that the question that was submitted follows on from a series of written questions that were submitted to the prior AGM for FY 2022. Details of the questions and the responses that I provided at that time are available in the minutes, which are available from the company. I'll now read the question that was submitted and provide our response. So the question was: What legal authority is Ramelius, as affirmed by Deloitte, relying on when charging fees for off-market share transfers? And I'll respond as follows....

Deloitte's role as auditor is to conduct an independent audit of the company's financial report in accordance with Australian Auditing Standards and related statutory obligations, and to provide an overall opinion as to whether the financial report is prepared in all material respects, in accordance with Australian Accounting Standards. We are not engaged to report on any specific matters with respect to the company, and as such, we are unable to provide any further comment in relation to this specific question. That ends our response to the question that was submitted, and I hand back to the chair. Thank you.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Thanks, David. I think many of the people that come to these meetings will know the origin of that one, and I'll just point out from a company perspective that we don't currently charge fees for off-market transfers. All right, any questions from the floor on the... Okay, and nothing online? Okay. I can see with no further questions, we now move to the first resolution, adoption of the Remuneration report. The first resolution to be considered today is adoption of the Remuneration report and set out on the slide behind me. In accordance with Section 250R of the Corporations Act 2001, the company submits to shareholders for consideration and adoption by way of a non-binding resolution, its Remuneration report for the year ended 30th June 2023.

The Remuneration report is a distinct section of the directors' report and deals with the Remuneration of directors and key management personnel of the company. The Remuneration report was included on pages 45-62 of the annual report and is now before the meeting for adoption. The number of proxies received for this resolution are shown on the screen. Yeah, okay. I now move resolution one as set out in the notice of meeting, that for the purpose of Section 250 R of the Corporations Act and for all other purposes, the company adopts the annual Remuneration report as set out in the directors' report for the financial year ending thirtieth of June 2023. Are there any questions on this motion? Okay, well.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

Mr. Chairman, I'm Bob Kelleher from the Australian Shareholders Association-

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Hi, Bob.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

- representing 20 shareholders with five... Or almost a total of 550,000 shares. Now, with your Remuneration report-

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Mm.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

We note there are some shortcomings, such as-

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Mm.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

The short-term incentive is paid all in cash.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Mm.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

When best practice has now, is now that at least half of it is in equity, deferred for 12 months. There are some other shortcomings in it, but overall, on balance, we are voting for your Remuneration report.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Okay.

Bob Kelleher
Company Monitor, Australian Shareholders' Association

Thank you.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Thank you, Bob. And just to reflect on your observation there, you know, there's lots of views on short-term incentives. I like to think of short-term incentives as just that, short term. They're not a bonus. They're a section of people's Remuneration at risk to performance in that 12 months that they've just completed. So I like to align the reward with the timing. We have a longer-term incentive, which is, of course, and to your point, it's in equity, it's in shares. So I'd like to have the shares on the longer term over the 3 years. That shows how we're not just doing something good in the year, it's sustainable, and it's actually delivering returns to shareholders through dividends and share growth. So I'd like to keep those sort of distinguished. That's...

I know the preference of our company currently and a few, but I do note your point that there's a lot of companies, including companies I've been in, where my STI has been deferred. So there's a few ways of doing it, but-

Bob Kelleher
Company Monitor, Australian Shareholders' Association

Part only.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Yeah, yeah, part only deferred. So we'll, we'll keep revising that. We do speak to yourself and, and other proxy advisors that, you know, have varying opinions on this, on this thing, but we'll continually keep with the times. Thank you. Any other questions from the floor? Online, nothing? You beauty. Okay. Let me see through. So if there are no further questions, I now move to the next resolution, noting that this resolution will be voted on a poll at the end. Resolution two deals with one director standing for election today, being Colin Moorhead. Mr. Colin Moorhead retires by rotation pursuant to the ASX listing rules and constitution of the company, and who, being eligible, offers himself for election as a director of the company. The number of proxies received for this resolution are shown on the screen.

I now move resolution 2, as set out in the notice of the meeting, which is that Colin Moorhead, being a director of the company, appointed by the director since the last annual general meeting, who retires in accordance with Listing Rule 14.4 and Clause 47 of the company's constitution, and being eligible, offers himself for election, being elected as a director of the company. Are there any questions on this motion? Any questions from the floor?

David Newman
Partner, Assurance & Advisory, Deloitte

We have, we have one here, Mr. Chairman.

Moderator

... It's from Stephen Mayne again. And it is a question directed to Colin, through you. His question is: It is great that we have a mining professional like Colin, with many years of gold experience. On our board, the chair lamented the loss of our CFO to Delta Lithium, Wildcat Resources, which are backed by billionaires Gina Rinehart and Chris Ellison. Could Colin comment on whether he thinks our gold sector is losing its luster, with everyone talking about iron ore and lithium these days? How does Colin think we can boost the reputation and profile of the gold sector?

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Well, I'll happily knock that on to Colin, but yeah, if you can keep it brief. I know that Colin's very qualified to answer this question. I don't know anyone that's had so much experience in Australian gold and overseas gold, from geology to building a project. So, very happy that we've got him on our board, and he's been voted in. So Colin, if your comment?

Colin Moorhead
Non-Executive Director, Ramelius Resources

Yeah. Thanks, Bob, and thanks, Stephen, for that question. I'm actually the grandfather of a young Western Australian. I hope he grows up in the gold industry, too. He's showing every sign of it. Listen, the difference between gold and those other commodities is it's scarce and valuable, and it will always be scarce and valuable. Right now, those other commodities are valuable, but they're not, certainly not scarce. So I think that scarcity and the unique quality of gold as effectively a currency and a hedge against inflation, will always see it as being a valuable commodity. I think, to have luster, going forward, that we do have to, as an industry, progress, as you've described, in terms of our ESG credentials and making more ounces for less carbon.

I think Ramelius is one of the companies that's really focused on doing that. I won't say anything negative about those other commodities, because I'm not in them. But, I think that no matter what happens in this world, we don't know what's gonna happen in this world, and, and the gold will always have a place, and we need to do it at the lowest cost and the most sustainably we can.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Thanks very much. I thought we could ask for a view on that from Peter Cook, but we haven't got the time. Sorry, Peter. But thanks for coming to our meeting. I appreciate it. Peter was in charge of Breaker Resources when we joined up together, and we're very thankful for his support there. If there are no further questions, I'll now move on to the resolution noting the next resolution, noting that it'll be voted on by poll at the end. Resolution three deals with one director standing for re-election today, being David Southam. As I mentioned, David's unable to be here today, but he's been on our board for a while now. And David, so the resolution is Mr.

David Southam retires by rotation pursuant to the constitution of the company, and who, being eligible, offers himself for re-election as a director of the company. The number of proxies received for this resolution are shown on the screen. I now move resolution three as set out in the notice of the meeting, which is what I've just mentioned before. Are there any questions on this motion? Anything from the floor? No. Anything online? No. Okay. Thanks very much. If no questions, I will now move on to the next resolution, noting that this resolution will be voted on by poll at the end. This is Resolution four: Grant of performance rights to a director. Number of proxies received for this resolution are shown on the screen.

I now move resolution four, as set out in the notice of the meeting, that approval be given for the purpose of ASX Listing Rule 10.4, section 200B and 200E of the Corporations Act, and for all other purposes, to the acquisition by Mr. Mark Zeptner of 669,971 performance rights, in accordance with the terms of the performance plan and on the basis described in the explanatory statement accompanying the notice of this meeting. Are there any questions on this motion? Anything from the floor? We have something online.

Moderator

We do, Mr. Chairman. Funny enough, it's Mr. Stephen Mayne. His question is factually incorrect, but we've discussed this, and I'm sure you'll correct it. The question as it read: There was a 22% protest vote against last year's LTI grant resolution. Have we made any changes, and what did the proxy advisors say in their reports this year? Also, could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Please don't say, "Look it up in the annual report and through ASX announcements." It's complicated, and the CEO could factually summarize the situation in 60 seconds.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

I think it took 60 seconds to ask that one. Look, thanks, Stephen, for the question. Good question. Thanks for sending it in on a timely basis, because we had to look into it. Your 22% is a percentage that was voted in that time last year, but it wasn't for the grant to our Managing Director, Mark. It was to the new rights plan, which had changed, and shareholders had to vote it in again. So we got a bit of a vote against that, and talking to proxy advisors and the like, and other stakeholders, we discerned that to be around the fact that we had changed the plan to include service rights, and those service rights were to retain our key people in the company.

As I mentioned a couple times today, you know, people get stolen off you all the time, and it's a real fight uphill for talent. So we introduced service rights that were aimed to vest only over time, not on particular hurdles like our standard plan, which is the majority of our plan. Interestingly, those service rights didn't pertain to our Managing Director. They were only to people, the senior people in the organization reporting to him. So it's a good question. 22% does represent some people not being happy with the plan, but it was around that introduction of service rights. It had nothing to do with the issuing of grant to performance to the Managing Director. Mark, is there anything you want to add? No.

Mark Zeptner
Managing Director and CEO, Ramelius Resources

Yeah. Thanks, Bob. Just to clarify, I think it was 94% was voted for the LTI issue last year. And look, it's pretty hard for me to summarize, you know, what's vested and what's unvested. All I'll say is everything that has vested, and it hasn't been 100%, especially in more recent times of my performance rights. What it has vested has been exercised. There is the 2020, 2021, 2022, and 2023 performance rights that obviously are, given their three-year performance rights, obviously haven't vested yet. But you will have to go to the Rem report if you want the details. I'm sorry. Thank you.

Bob Vassie
Independent Non-Executive Chairman, Ramelius Resources

Yeah, it is not unusual for MDs, and I've been one not to Remember exactly how many shares they've vested and over what time. But, what I would say is, you've seen over the last wee while, Ramelius do very well. As Mark pointed out, he didn't get all his shares at some times. We had a very strong hurdle of about 16% year-on-year, which was a pretty hard ask. And, you know, everyone had their challenges through COVID, but, the prior year, though, as Mark just pointed out on the screen there, we sort of came second against our peers. Before that, we were number one in our peer group for total... Gentlemen, that concludes our discussion on the items of business. We will now conduct a poll on the motions numbered 1 to 4.

I've already discussed the voting procedures for those attending online. In a couple of minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now ask you to finalize those votes. For those present here in the Fraser Suites, firstly, if there is any person present who believes they're entitled to vote but has not registered to vote, would you please raise your hand for assistance? You should have received material at the time you registered with the Computershare staff prior to the meeting. The people entitled to vote on this poll are the shareholders representing, voted in accordance with those instructions. In respect of any open votes a proxyholder may be entitled to cast, you need to mark the box inside the motion to indicate how you wish to cast your open votes.

Proxyholders should refer to the Summary of Proxy Votes form attached to your voting paper for further information. Shareholders also need to mark a box beside the motion to indicate how they wish to cast your votes, so that's the shareholders directly. Please ensure you print your name where indicated and sign the voting paper. When you have finished filling in your voting paper, please, lodge your voting paper in the ballot box being held by our share registry staff from Computershare. So there's a box there in the back. We don't need you to run from the room right now. And the voting box is just there. If you require assistance, please raise your hand. Anyone need any more time or a pen or anything like that? Okay, all right. No more paper votes in the room to collect. Okay.

Well, ladies and gentlemen, the results of the poll will be declared by announcing the details on the ASX when they are available. Thank you for your attendance, and I declare the meeting closed. Feel free to, you know, catch up after the meeting. Myself and the team will be here, if you have any more general questions. Thank you very much for your time.

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