Good morning, ladies and gentlemen. I am Bob Vassie, Chair of Ramelius Resources Limited. It's now past the appointed hour. I declare the meeting open. Welcome, everyone, to the 20th Annual General Meeting of Ramelius Resources Limited. Our meeting today is being held on the lands of the Whadjuk people. I wish to acknowledge to them as traditional owners. I'd also like to pay my respects to their elders past, present, and emerging, the Aboriginal elders of other communities who may be here today. I would also like to acknowledge the traditional owners of the lands on 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 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 that your mobile phones are turned to silent mode. For some introductions. I'm Bob Vassie, Non-Executive Chair. On the panel here we have, in no particular order, Fiona Murdoch, Chair of our Nomination and Remuneration Committee, David Southam, Chair of our Audit Committee, and Natalia Sviridova, Chair of our Risk and Sustainability Committee. We also have Richard Jones, our Company Secretary, and also joining us today is Ben Ringrose, our GM Accounting. We do have David Newman of Deloitte here as our auditor.
Unfortunately, Mark Zeptner, our CEO and Managing Director, could not be with us today as he is recovering from a recent operation. We understand he's recovering well, he's in good shape, and we look forward to welcoming him back in the coming days very soon and wish him a speedy recovery in the meantime. In his place today, we have our CFO, Tim Manners, who will shortly provide a brief company update for this AGM. 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. 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 of your question relating to the dropdown list.
Type your question in 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 the relevant time of 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 chair's address.
It gives me great pleasure to be addressing you here in person in Perth and virtually as travel restrictions have been, that have been impacting all of us are now over. However, the ongoing impacts of the global COVID-19 pandemic and the associated skills shortages, supply line stress, and rising input costs remain clear and present. I'm very pleased to report that the team at Ramelius worked very hard in the face of these challenges and was able to deliver on our operational plans as well as make significant advances in our growth strategy. You may recall that the 2021 financial year, the company broke new records operationally and financially. Considering the challenges facing us and the industry in general, our performance in financial year 2022 was solid and reflects the hard work of the Ramelius team and our business partners.
For the 12-month period to June 30, 2022, Ramelius reported revenue of AUD 603.9 million from gold sales of 258,625 ounces. Underlying EBITDA of AUD 292.8 million and underlying net profit after tax of AUD 73 million. Net cash and bullion at the end of June of AUD 172.9 million, that was after the acquisition of Apollo Consolidated and, of course, development of our new Penny Mine. I am quoting underlying performance figures as we did take a non-cash impairment this year, largely as a result of an updated valuation of our Tampia Mine.
Further, we did sell our royalty in the Kathleen Valley Lithium project so that we could realize the benefit now and use the funds for growth rather than receive the benefit over a longer period of time when that asset is developed. Our continued financial strength and strong balance sheet, even after significant investments in inorganic and organic growth, have ensured that we have been able to pay a fully franked dividend for a fourth consecutive year. This year's AUD 0.01 per share dividend representing a payout ratio of 24% of underlying cash flow. Our Mt Magnet Operating Center continues to amaze me. It's a very well-run operation with the demonstrated capacity to handle the mix of ore delivery from local sources as well as ore trucked in from satellite deposits. In both cases, high-grade underground and lower grade open-pit mines.
This is a very mature mining camp with a history of production spanning over 100 years. We continue to find new deposits, expand known deposits, and even redevelop older mines, that such as what we're planning to do at Hill 50 and Galaxy. The Vivien Mine that produces high-grade underground ore that is trucked some 300 km to Mt Magnet is nearing the end of its life. Looking back, it has far exceeded our initial plans for the mine from when we acquired it. I congratulate the team for this achievement, I'm very thankful that we have another high-grade underground mine coming on stream in Penny that will allow us to retain much of the Vivien workforce. The commencement of Tampia at the start of the financial year has created a great new source of ore feed for the team at Edna May.
Adding to the ore source from existing underground operations and a series of open pits at our Mt Magnet operations. The team at Edna May has consistently performed since we acquired the operation back in 2017. We continue to assess Edna May stage three pushback. We have found that while the gold price remains strong, especially in Australian dollar terms, the escalation of input costs that the whole industry is experiencing is making things difficult for us. Stage three is right next door to the mill, not trucking 300 km. Rest assured we'll be working hard to realize the value from that resource if the financial returns are viable. At the end of the financial year, development of the new high-grade Penny underground mine was all but complete, with the decline approaching the first ore drive and a new airstrip being commissioned.
These Penny and indeed Tampia mines are great examples of acquiring undeveloped projects and bringing them into production efficiently and effectively. Continuing in that vein, we are very pleased to be able to complete the acquisition of Apollo Consolidated back in January. The acquisition delivered the Rebecca Project to Ramelius, and while we only have had a short time with that project, we've been able to do enough drilling to increase the resource and improve the resource confidence. The drilling increased the total mineral resource to 1.2 million ounces, but of course, we hope to grow that further. While Rebecca might not be the third hub we are looking for as part of our growth strategy because it doesn't have a mill currently, is a very significant project in a good postcode and a worthy addition to our growth pipeline.
It is not often that available projects come along that tick all the boxes like Rebecca does. At the start of last week, we released a three-year outlook for the business. Tim will discuss this in more detail, the production profile is steady, and our all-in sustaining cost profile is expected to reduce due to the larger quantities of ore being processed from the very high-grade Penny underground. In terms of exploration, Ramelius invested approximately $28 million across the portfolio during the reporting period. That investment, plus the addition of Rebecca, helped lift the company's total mineral resource by a further 15% to 6.2 million ounces after mining depletion. Reserves were once again steady at 1.1 million ounces. With a view to further growth, the company has budgeted to spend $25 million on exploration and resource development this financial year.
It's important to note that we retain the balance sheet capacity to move on additional acquisitions, or, and opportunities should they meet our strict internal criteria. I talked about diversity and inclusion and my commitment to it in last year's address. This remains a focus for Ramelius. We have set a target to increase gender participation year-on-year, and we're looking closely at how we can continue to implement policies and flexible work practices that will encourage women to join our business and as well as people from diverse backgrounds. Along with the broader industry, we were all shocked and saddened by the findings of government and industry reports on sexual harassment in mining, especially in Western Australia. In my experience, you do not find what is going on unless you engage with people in the workforce.
The key is to design an engagement that is safe and respectful and back that up with leadership. We are in the process of designing that engagement so that we can be sure that our current perception of our culture matches reality. This year, we delivered our third sustainability report, in which we, for the first time, reported against the Sustainability Accounting Standards Board or SASB Metals and Mining Industry Standard Framework. We provide an update on our progress to reporting against TCFD, which is Task Force on Climate-related Disclosures. Climate-related Financial Disclosures, I should say. I encourage all shareholders to take a look at this report. We do spend a lot of time on this aspect of our business, not only because it's a growing expectation of shareholders, but also because work in ESG is the right thing to do.
In matters of climate change, there is a big difference between looking sustainable and acting sustainable. I'm pleased to report that we've moved on from just reporting against frameworks to actually planning our decarbonization journey. We are encouraged that our CO2 emissions intensity in terms of emissions per ounce of gold produced is lower than the gold in industry average. Please have a look at the sustainability report for the details there. However, we're well aware that this is driven largely by grade and open pit strip ratios. Therefore, as our ore feed mix changes over time, we need to look at our energy sources and the types of decarbonization technologies that will suit our type of business as our life of mine plans evolve.
To that point, we've engaged a specialist consultant that's had a good look at our business, our infrastructure, and our life of mine plans, and has used that as a base to develop a first draft of a decarbonization roadmap that we can now use to plan our future. At the last AGM, I welcomed Fiona Murdoch to the board ahead of her commencement as a non-executive director on the first of December 2021. I would now like to welcome Colin Moorhead to the board, as he will join us on the first of December this year. Colin is a geologist and is well-known in our industry.
His background as an exploration geologist and his resource and project development achievements, along with experience on other boards, will greatly assist Ramelius as we continue to pursue our growth strategy. This year, we bid farewell to director and friend, Mike Bohm. Is Mike around? There he is. Good. I can't see you with these glasses. I can read. Our friend, Mike. Mike remains a very engaged shareholder in Ramelius, and I would like to thank him personally for all he has done for the company, but also for his support to me when I joined the board. Thanks, Mike.
Thank you to my fellow directors, Natalia, Fiona, David, and of course Mark, for their unwavering commitment to the company and hard work in the face of heightened requirements during this year. It's been a pleasure working with you all and the team at Ramelius. Finally, thank you to our shareholders for continuing to share in our vision that we have for the company. It has been a challenging but solid year for your company. Thank you. I will now call on our Chief Financial Officer, Tim Manners, to provide a presentation on the company's activities during the past year.
Thank you, Bob. Yes, I do have a very large pack, but I can assure you it's not full of presentation material. Thank you all for attending today, both in person and online. It is a pleasure to be presenting here today at what is the 20th AGM for Ramelius. Apologies, first of all, that you have to listen to me instead of Mark. He knows a lot more about numbers than I do about mining, but we'll give it a go anyway. As most of you will appreciate, it has been a tough time in the gold space. As Bob mentioned, whilst the Aussie dollar gold price has been at a pretty decent level, we, like others, have felt the impact of the inflationary pressures across the business, which has put pressure on our operating margins.
What I hope to show you today is that Ramelius is not only in a strong financial position, but the next few years present the opportunity to add further to the balance sheet strength and maintain our solid production, from which we aim to continue our growth strategy. As usual, we do need to show one of these qualifications. There will be some forward-looking statements in here. These are on our website pretty much in every presentation, so please read when you get the opportunity. If I may, start with the usual corporate overview. Based on yesterday's share price, our current market capitalization is just over AUD 715 million.
Whilst this is down from the same time last year, it is actually 40% higher than what it was just five weeks ago, which was our 12-month low. Whilst we've certainly not alone in general share price weakness, we have had a nice run recently, and our aim now is to maintain that momentum, and we believe we can. As I mentioned, we have a solid cash position of AUD 177 million as at the end of September and no debt. Although there is a AUD 100 million facility in place, undrawn, that's available for us to use should we need it to either fund internal projects or external opportunities. In FY 2022, we produced just under 260,000 ounces at an all-in sustaining cost of AUD 1,523 an ounce.
We have guided to similar production this financial year, although at a higher all-in sustaining cost, which we believe will quickly trend back down with our high-grade Penny Mine to drive costs per ounce lower in FY 2024 and FY 2025. As Bob mentioned, our mineral resource grew by 15% to 6.2 million ounces, and our reserves held steady at 1.1 million ounces, both after mining depletion of approximately 300,000 ounces. At Ramelius, we believe in living our mission and values, working on our strategic priorities, and bedding down our Essentials program. Touching each on each briefly, our mission to deliver superior returns through capital growth and yield remains unchanged. Our values, we feel, are very apt.
We are a credible, can-do company that aims for fit for purpose outcomes and who prides themselves on delivering these outcomes safely. We continue to work on brownfields exploration and bolt-on acquisitions to feed our existing hubs. We are also strongly focused on assessing and hopefully acquiring the right third hub, the criteria for which we've outlined in prior presentations. We believe that our Rebecca project and the surrounding tenement package is well suited for our greenfields exploration strategy, which together with those external opportunities, should enable us to continue our growth path. The Essentials program is designed simply to ensure that we do the fundamental things well and with consistency. By working on the seven elements of that pinwheel, we are also ensuring that we are moving our ESG credentials in the right direction.
Talking of ESG, and as noted in Bob's address, more and more is being asked in terms of sustainability, especially within those companies that sit within the ASX 200 index. We continue to grow our capability and focus within these four key pillars. Our business is strong, and we recognize that without successful operations, sustainability becomes a challenge to say the least. Importantly, we've achieved solid operating and financial performance in FY 2022 whilst complying with all of our key governance requirements. We are committed to our people, and this has never been more important than in this inflationary environment where access to labor still remains a key challenge for many industries. We've also managed to reduce our injury frequency rate, increase our diversity, and contain turnover as much as possible. We have active and positive relationships with our communities, both where we operate and where our workforces reside.
Our community benefit fund approach has really been embraced in recent years, including in those new areas like Tampia, where we've had to create relationships essentially from scratch. We're mindful, obviously, of the need to minimize the impact on our environment wherever possible. We've done some great work in this area, including reducing our emissions intensity during FY 2022, and we've also recently commenced a detailed assessment of realistic and cost-effective opportunities for energy transition going forward. Moving briefly, a couple of slides on FY 2022, touching on some of the production highlights. As I mentioned at the top, we produced 258,625 ounces at an all-in sustaining cost of AUD 1,523 per ounce. Whilst these tend to be the numbers that most highlight reports will show, behind these sit a few records.
We mined 4.5 million tons of ore, which is an all-time high for Ramelius. With an average grade of 2.14, this translated to a record 312,000 ounces mined. The difference in ounces, of course, resides in our ROM stockpiles, and the value of which will of course, be released over time. What makes those figures even more impressive, is that they were achieved within the previously discussed challenges around COVID, staff turnover, absenteeism, and the closure of the WA border for a large part of FY 2022. We have spoken about it at length, but the ability to keep our road haulage fleet fully manned was a huge challenge for us and our contractor last year. Pleasingly, we are now back at our planned levels of haulage, but it is an area that we monitor very closely.
Like many of our peers have mentioned, we did see an increase in our all-in sustaining costs for us to AUD 1,523 an ounce as the effects of inflation filtered through into the business. We did achieve a 5% increase in our average gold price to just under AUD 2,400 an ounce, which some somewhat offset that cost increase and ensured we could still maintain a healthy all-in sustaining cost margin of 37%. Maintaining margins continues to be the focus for the company, and we believe we can maintain and maybe even improve on those with the introduction of sources like Penny into the blend at Mt Magnet in coming months and years. I'll come to that in a little bit more detail shortly.
Financially, for FY 2022, there's a snapshot here of some of the key underlying results for that year. Bob mentioned it, but when we refer to underlying, we're essentially backing out the large non-recurring numbers and items in an attempt to share what we believe to be a result that is reflective of the operating performance for FY 2022. Some of you may recall we took a one-off non-cash impairment against the Edna May group of assets, due in part to the slight underperformance in grade and contained ounces at Tampia. Secondly, our base case cash flow models for the impairment model itself, we had to exclude any potential cash flows from Edna May Stage 3.
The other material item Bob touched upon, which again is removed from these results, was the AUD 30 million cash gain we recognized on the sale of the lithium royalty on the Kathleen Valley project. We achieved a top-line revenue of AUD 604 million from gold sales of 251,355 ounces. Despite achieving a higher gold price, the slight drop in sales led to the 5% drop in revenue over the same period last year. The underlying EBITDA of AUD 292.8 million represents a margin of 49%, which still compares very favorably against our peer group. The underlying NPAT of AUD 73 million also represents an excellent return in what was a challenging year.
On cash flow, it's important to note that whilst lower than FY 2021, the operating cash flow of AUD 36.2 was after an approximate AUD 70 million investment, cash investment in the buildup of inventory, which I alluded to in one of the prior slides. We expect that buildup to reverse as the embedded cash flow in the large stockpile at Tampia and Marda in particular, is released as they are processed in the coming one to two years. Lastly, for this slide, despite a much tougher year on costs, it was important for RMS to maintain its dividend history, even if the quantum had to be reduced as a result of the inflationary environment.
We have now returned a total of AUD 52 million to shareholders in fully franked dividends over the last four years. The dividends remain a key part of our capital management strategy. On the 14th of November, we released an update on some of our key projects, but also this three-year outlook to June 2025. Some of the key messages I'd like you to take with you today from this slide alone include the following: This production profile, whilst never without some risk, is based largely on ore reserves or indicated resources. It's based on some high-confidence ore sources that are listed in the top right-hand corner. Indeed, with the exception of Symes Find, these are all currently in production or in development. Confidence is good.
We expect the cost per ounce to reduce over the three years, predominantly from the impact of operations like Galaxy and of course the low-cost, high-grade Penny Underground and the impact that that has on the group results. My next slide is on Penny, so I can show you a little bit more on that. The other important fact is that this is an extract from a longer-term mine plan, particularly at Mt Magnet. Beyond this timeframe, there are a number of ore sources that feed Mt Magnet for a number of years. At Edna May, FY 2026 and beyond will be dependent upon the decision around the stage three cutback. However, as you can see, there is still life over the next couple of years.
Importantly, a large portion of these ounces are from the drawdown and realization of the cash that resides in those ROM stockpiles, particularly at Tampia and at Mada. I would be surprised, to be honest, if there are many gold companies of a similar size and scale to RMS that can produce a profile, particularly on costs, like the one you see before you. Moving on to Penny. It clearly has a very large impact over the next few years, so it's worth spending just a couple of moments on Penny and where it's at. You'll all be familiar with the resource and reserves at Penny. Excellent grades should underwrite an excellent operational and financial performance. Like all things in this industry, nothing is certain, but the early stages of Penny have been very promising. Nearly all of the project capital has been spent.
All that remains largely is an upgrade to a section of the haul road, to Mt Magnet. I'm pleased to report that this work should commence next week and is expected to take a couple of months to complete. Notwithstanding this upgrade work, the haul road can still be used. Again, pleased to let you know that the first ore haulage of Penny to the mill also started this week. There won't be a great deal of ore processed this quarter, but we expect that to change significantly as we move into the second half of this financial year. The underground development has reached the second level as the mine is gradually being set up for steady state stoping operations that will commence in the March quarter and run for a number of years.
To summarize, we believe Ramelius remains well-placed with an exciting few years in front of us, as that three-year outlook showed. We have a proven management team with a track record of delivery, managing a dynamic business based on a mix of open cut, underground processing, and long-distance haulage operations. With our strong balance sheet and a disciplined approach to capital management, we are well-placed to strike the right balance between growth opportunities and shareholder returns based on a well-understood risk appetite. We are acquisitive. Our track record of five acquisitions in five years supports this. It's not an acquisition for acquisition's sake.
We are looking for the right transaction that sustainably pushes us past 300,000 ounces per annum. We are committed to significant investment and exploration. Last but not least, we have some solid cash flows from Edna May on the way. In Penny, we have one of the lowest cost mines in Australia that will complement the very strong portfolio of projects at Mt Magnet, which should pave the way for an exciting few years. With that, thank you. I'll now hand you back to Bob.
Thanks, Tim. Okay. Before we now move to the formal part of the meeting, I'll open up for any general questions from either my talk or Tim's presentation. Do we have any questions from the room on the materials presented this morning? No. Yes. Yes, we do. If you can just wait for a microphone because you are going live out across Australia.
Thank you.
Don't get nervous.
Right.
Is it on? Yep.
Thank you. With acquisitions, mergers and acquisitions taking place in other areas to develop economic hubs to reduce costs, as everyone seems to be experiencing at the moment. Is this company looking at such approach? I'm just thinking of like what's happening in the Leonora. I'm looking at the Mt Magnet area, where you've got Penny and so on. Is that something that the company is looking for to reduce costs and maximize reserves for the future?
Yes, indeed. I mean, it's a feature of Ramelius to sort of look at a bit of a hub and spoke model where we can get a, you know. That's our strategy, looking for a third hub where you can sort of develop a hub and pull in the resources that are there, but also within trucking distance away. There's a lot of stranded deposits that really aren't economic enough to carry a mill. Building a mill these days is potentially twice as much in this current inflationary environment as it, as it used to be. Even getting the supply line of materials and long lead time items.
We are certainly looking at that, and where we have existing hubs like our Mt Magnet and Edna May, we have a pretty good eye on every deposit within trucking distance there. You have to have the grade for trucking, that's how we do it. Looking for a third hub and perhaps even establishing a fourth hub, we do like, as we mentioned, the postcode around our Rebecca deposit that we acquired from Apollo Consolidated. You know, I see a future in that area. There's lots of ground there that is attractive, so that might become a hub as well. I'll pass over to Tim if he's got anything to add there.
Just checking, does this mic work?
Yeah.
Okay, that's good. Now look, Bob, I think you've covered it. A lot of the focus at the moment of the business development team is on just that. Mt Magnet has a very solid sort of production profile in front of it. We're always, on the lookout for those potential bolt-on opportunities. In terms of a third hub and really consolidating another region, that is one of the key focuses of our BD team right now.
Okay. Thank you, Tim. Any other questions? Yes, we have a gentleman right in front of me. If you can just wait for a microphone.
Yeah. What will be the development of Rebecca if you're not- You said it wasn't, could be the third hub, but it might be. How will you develop Rebecca?
Yes. That's a good question. Right now, we've, the approach we've taken as we acquired it is to actually confirm what we bought is what we bought. We got stuck into it with the drill, and pleasingly, that confirmed everything we had expected from our due diligence in acquiring the asset. Not only did it confirm the answers were there, we were able to upgrade the resource classifications of the deposit.
As you keep drilling it, if you keep adding to the, what's already 1.2 million ounces, you're more likely to think about, you know, establishing a hub there. That's going to take some time. We haven't found the end of the deposit, and there's also sub-deposits around it. Rather than form a strategy off just the current information, we wanna get more information to form that strategy of development or whether we process it elsewhere or whether we look at other deposits in that area that form enough of a hub to establish or to establish a hub in that regard. Okay. We have an online question.
This question comes from Mark and Judith Stokes. With regards to the three-year production forecast, is there opportunity to either increase the milling rate, the mining rate and mill throughput or increase either head grade or recovery?
I know Mr. Stokes. I'm gonna hand that over to Tim.
Thank you, Mr. Chairman. I guess at the moment, the Mt Magnet mill certainly has the capacity to be upgraded, and we have looked at it in the past. At the moment, we feel that the mineral inventory that sits in front of us over the next five to 10 years, upgrading the mill doesn't give us an adequate return. We would still need to add some additional material before we would look to increase the throughput at Mt Magnet. I know the guys work feverishly all the time to bring higher grade feed and improve the recovery. Rest assured that's permanently on the to-do list. In regards to Edna May, that's really quite a discrete, separate process. The outcome really of the stage 3 study will determine, the short, medium, and long-term future of Edna May.
Okay, thanks for that, Tim. Any other questions online? Have we got all the parts of that question, Ben?
I think that was covered. I do have one question on proxy advisors, which I'll pass to our Company Secretary, Richard Jones, to read out and answer.
That's very kind of you, Ben. Thank you very much. For those online.
Sure.
I'm Richard Jones. I'm the Company Secretary. I hope you don't mind, Mr. Chair, that I take this. The question is, 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? Which of the proxy advisors are covering us, have there been any material proxy protest vote? Why not disclose the proxies to the ASX with the formal addresses like others do now? There's a few questions there. The first one is on the recommendations. The short answer is, I suppose, we don't get the results from each of the proxy advisors in terms of how they intend to recommend voting. We have had a couple, and the feedback that we've received from those proxy advisors was all favorable.
I can confirm that we have spoken with ACSI, Ownership Matters, Glass Lewis, ISS, and ASA. I would say that that is the answer to that question about who's covering us. I'm not aware of any material proxy protest vote either. As far as disclosing the proxies, the reports that are provided to us are generally done on the basis that they aren't to be publicized. What we can do is certainly go back and engage with the proxy advisors to see if they're comfortable with disclosing that. Quite often the case is that we don't always get the outcome of the reports. For those that we do, As I said, there's usually a qualifier that this is intended for the board only, but we can always, have that discussion with them next year. I hope that helps.
Okay. Thanks for that, Richard. If no other questions, I'll move on to the formal part of the meeting today. Okay. The notice of meeting dated the 21st of October, 2022 was sent to all shareholders. I take the notice of 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 are eligible to vote at this 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 move to close voting. For those here at Fraser Suites, I will deal with the poll procedures at the end of the discussion on the items of business. 433 proxies have been received representing 455,958,819 shares. A further breakdown of proxies received for each resolution will be detailed prior to the voting of each resolution. The first item of business is to receive and consider the financial statements and reports of the directors and auditors for the year ending 30 June 2022.
They were sent to shareholders and are now before the meeting for discussion. Before I open the floor to questions on the financial statements and reports, there is something of a legacy matter that needs to be addressed. Long-term shareholders of the company may recall that many years ago, the company was the subject of a dispute regarding the move by a share registry manager to charge a fee related to its processing of share transfer forms. That dispute was eventually resolved judiciously and judicially. Nevertheless, a party to the dispute has sought to continue to engage on the matter, and this year has provided a number of questions addressed to our auditor related to the audit of this year's financials. To that end, I invite David Newman from Deloitte to the podium to handle those questions.
Brilliant. Thank you, Bob. I'll now proceed to respond to each of the questions that has been submitted in writing prior to the AGM for our attention as external auditors. I'm gonna read each question in turn and then provide our response to said question. Question one, did the auditor have reason to suspect that Ramelius may have breached Section 1070A(1)(b)(i) in relation to the Verdure case in SAD 141 of 2018? If not, why not? In relation to this question, I'll respond as follows. To clarify, our role as auditor is to conduct an independent audit of the company's financial report in accordance with Australian auditing standards and statutory obligations. We 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 question. Question two, why did Deloitte apply a materiality test to its statutory obligations under Section 311 when the act makes no such requirement and considers all breaches material? As a general observation, an element of judgment and materiality is inherent in the wording of Section 311 of the Corporations Act, noting the reference to terms such as suspect and significant. In light of the element of judgment required, ASIC has also published Regulatory Guide 34 for the purposes of providing guidance to auditors when making such judgment. I'll move on to question three.
Section 311 obliges the auditor to report all suspected contraventions, but that only significant breaches must be reported to ASIC, and other breaches must be disclosed to the board or members. Why did Deloitte consider it appropriate to report the matter only to the board, who the Federal Court held were perpetrators of this misconduct in the first place? In relation to this question, I'll answer as follows. Any significant events in relation to the breach of the company's constitution associated with the charging of an AUD 62 share transfer fee occurred prior to Deloitte's appointment as independent auditors of the company in November 2018.
In any event, it's our understanding that this matter was adequately addressed at the AGM on the 29th of November, 2018 when the company's constitution was amended. Question four: Did Deloitte seek multiple legal opinions for the specific purpose of avoiding disclosing Ramelius' board misconduct to the members? In relation to this question, this question contains a number of assumptions of which Deloitte is unable to comment on, other than to state that our work as independent auditors of the company was undertaken in accordance with Australian auditing standards and relevant statutory obligations.
The final question: Can Deloitte give assurances to all members that it has upheld all of its statutory obligations under Section 311 of the Corporations Act? As noted above, Deloitte confirms that it has conducted its work in accordance with its statutory obligations and applicable auditing standards. That ends the responses to the questions submitted in advance of the AGM, and I'll hand back to the chair.
Thanks, David. AUD 62 does go a long way. All right. Back to the floor. Any questions on the financial statements? Anything online, Ben? No?
No.
Okay, good. We'll move on then. Any questions for the auditor? No and no. Right. Okay. Let me find out where we are. We move to Resolution 1, the adoption of the remuneration report. The first resolution to be considered today is the adoption of the remuneration report and is 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 REM report for the year ended 30 of June 2022. The remuneration report is a distinct section of the directors' report that deals with the remuneration of directors and key management personnel of the company.
The remuneration report was included on pages 108 to 119 of the annual report and is now before the meeting for adoption. The number of proxies received for this resolution is shown on the screen. I now move Resolution 1 as set out in the notice of meetings. Is there any question on this motion? Yes. We have the mic there behind you.
Mr. Chairman, I'm Bob Kelleher from the ASA, representing 16 shareholders with just over 500,000 shares. While there's some good aspects of your remuneration report, on balance, you compare yourself to a peer group for your TSR.
Mm-hmm.
In your peer group, you've added, you include companies like Resolute, who have a gold mine in Mali.
Mm-hmm.
You include Perseus, who's got a mine in West Africa.
Yeah.
There are 184 odd companies in the gold sub subgroup on the listed on the ASX.
Yeah.
We see that as inappropriate. You've selected these African gold miners when you've got no geographic, you know, with them, you know?
Yeah.
They're so different. Why'd you pick some of these ones that are so different?
Yes.
Yeah.
Thanks, Bob. Yeah.
You've got 184 options.
Yes. Yeah.
Yeah.
184. And, and look-
It's that.
Yeah.
The STI is all in cash, which makes it more like annual salary.
Yeah. Yeah.
Yeah. A lot of your peers have half the STI in equity, and that's good governance.
Mm-hmm.
We'd suggest you do that.
Mm-hmm.
For those sort of reasons we can't vote for this.
Mm-hmm
-remuneration report. We'll vote for all the other resolutions.
Thank you.
Thank you.
Thanks, Bob. Thanks for attending today. Good to see you again. Just on the subject of comparator groups, that's always a hard one because, you know, obviously you try and look at a number of features, gold as opposed to multi-commodity size. We don't compare ourselves to Rio Tinto or BHP or Newcrest along those lines. Also, in the gold industry, we find that the capital there, the money that's available out there can go anywhere. I know a lot of shareholders in Ramelius, and I'm one of them, that is also a shareholder in Perseus. I have choices of where I can put my money.
When you look at the comparator group, which is usually in companies of our size or 16 or eight, 20 companies to compare to, you don't wanna get too unwieldy. Having two that are in Africa out of that bunch is not swinging things too much. They're Australian-based miners of the size of our company that happen to be in Africa, and there's only two of them. We think that's fine. With respect to STI, we get a lot of benchmarking done. We follow the trends of how people look at incentives as opposed to total fixed remuneration. We're very comfortable with the short-term side of things being exactly that with cash. It is REM that is at risk.
If you don't achieve the outcomes, it disappears. On the share side, we keep that to the long-term incentive plans. I think there's a lot of companies like ours and much bigger companies that still go along that line. We continually review that and continually take input from people like yourself. We've heard your message today and other proxy advisors that Richard was just referring to make sure that we keep up with industry and shareholder expectations and how we look at those longer and medium-term incentives. Thank you. Any other questions on the REM report? Anything online?
Nothing online.
Okay, good. All right, we'll move on to Resolution 2, which is the election of Fiona Murdoch. Ms. Fiona Jane Murdoch retires by rotation pursuant to ASX Listing Rules and constitution of the company, and who, being eligible, offers herself 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 meeting. Are there any questions on this motion?
An online question, Chair.
Thank you, Ben.
This question comes from Stephen Mayne. Could the chair please comment on the recruitment process for Fiona Murdoch and the new director, Colin Moorhead? Was a recruitment consultant used? Did the full board interview the candidates? Did Fiona or Colin know any of the existing directors before engaging with the recruitment process?
Yes, yes, and no. No, but seriously, we take director appointments very seriously. We did use a recruitment consultant, and that recruitment consultant had knows the company very, very well because they had appointed other non-executive directors to the board over time. It was a proper process with a industry consultant, sometimes called headhunters. The type of consultancy that deals specifically with executive management and non-exec director appointments. The full board did interview all candidates, so a long list was made to a shorter list, which was made to a list of about four or five long that were actually interviewed in person by the board. We were able to follow our full governance procedure to appoint people.
With both Fiona Murdoch and Colin Moorhead being the people they are, working in the industry, working within major mining companies and also working on other boards, of course, they are known to various directors. I didn't really know Fiona Murdoch that well. I know of her work in other boards. I do know Colin Moorhead from his time in Newcrest Mining. I've never had actually worked directly with him. The reason we know these people are because they've done good work in the industry. That's why you're interviewing them. Okay. Any other questions? Okay. Right. We'll move on to Resolution 3. Deals with one director standing for re-election today, Natalia Streltsova.
Natalia retires by rotation pursuant to the constitution of the company, and who, being eligible, offers herself 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 3 as set out in the notice of meeting. Are there any questions on this motion? On the floor? No. Good. Nothing online. Thank you very much. All right. We now move to the next resolution, noting that this resolution will be voted on by poll at the end. Resolution 4, grant of performance rights to a director. The number of proxies received for this resolution are shown on the screen. I now move Resolution 4 as set out in the notice of meeting. I'll read this one out for the detail.
That approval be given for the purpose of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act 2001, and for all other purposes to the acquisition by Mr. Mark William Zeptner of up to 859,902 performance rights in accordance with the terms of the Performance Rights Plan and on the basis described in the explanatory statement accompanying the notice convening this meeting. Are there any questions on this motion? Nothing from the floor. Nothing online. Okay, thank you. We can now move to Resolution 5. Again, noting that this resolution will be voted on by poll at the end. Approval of the Performance Plan. The number of proxies received for this resolution are shown on the screen. I now move Resolution 5 as set out in the notice of meeting.
Are there any questions on this motion? Okay. Anything online? Good. We'll be able to move through this quickly then. If there are no further questions, I will now move on, noting this resolution will be voted on by poll at the end. Resolution 6, renewal of proportional takeover provisions. The number of proxies received for this resolution is shown on the screen. I now move Resolution 6 as set out in the notice of the meeting. Are there any questions on this motion? Nothing from the floor, nothing online. You're still connected?
Yeah.
Yeah, cool. All right. Didn't just drop the phone there. Okay. If there are no questions, I'll now move on, and this resolution will be voted on by poll at the end. Ladies and gentlemen, that concludes our discussion on items of business. Moving on to the poll. Ladies and gentlemen, we'll now conduct a poll of motions numbered one to six. I've already discussed voting procedures for those attending online. In a couple of minutes, I will close the voting system for those online. Please ensure that you've cast your votes on all resolutions. I will now ask you to finalize those votes. For those present in the Fraser Suites firstly, if there is a person present who believes they are 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 all shareholders, representatives, and attorneys of shareholders and proxy holders who hold green admission cards. On the reverse of your green admission card is your voting paper and instructions. I will now go through the procedures of filling out in the voting papers. Proxy holders have attached to their admission card, a summary of proxy votes, which details the voting instructions for business items on the appointment documents in your favor. By completing the voting paper when instructed to vote in a particular matter, you are deemed to have voted in accordance with those instructions.
In respect to any open votes a proxy holder may be entitled to cast, you need to mark a box beside the motion to indicate how you wish to cast your open votes. Proxy holders 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 you wish to cast your votes. Please ensure you print your name where indicated and sign the voting paper. When you have finished filling in your voting paper, please leave the auditorium and lodge your voting paper in the ballot box being held by our share registry staff from Computershare at the exits to ensure that your votes are counted. If you require assistance, please raise your hand.
I'll wait a bit while voting takes place. Please indicate by raising your hand if you require more time to complete and lodge your voting paper. I now have to vote for proxies given to the chair, and shortly, I'll be closing the voting system online. I'll allow a couple of seconds more while I fill out my form. Nothing I'll vote for. Okay, now I will close the voting system. Ladies and gentlemen, the results of the poll will be declared by announcing the details to the ASX when they are available. Thank you for your attendance. I declare the meeting closed. I do note that there is some coffee outside. I'm not even sure if it's for us or not, but. Please take the opportunity. We've got members of staff here and of course, the board, say hello, and, we're happy to have a chat. Thank you.