South32 Limited (ASX:S32)
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Apr 28, 2026, 4:11 PM AEST
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AGM 2021

Oct 28, 2021

Karen Wood
Chair, South32

Good afternoon, everyone, and thank you for joining us for South32's 2021 Annual General Meeting. We're disappointed that once again we're holding this meeting fully virtually. I know I'm not alone when I say how hopeful I am that we'll be able to resume interstate and international travel in 2022 so that your Board and management team members can gather with you in person. My name is Karen Wood, and it's my great pleasure to chair today's meeting. I'm speaking to you today from the land of the Wurundjeri people of the Kulin Nation, not far from the Barak Bridge, which is named after William Barak, the last recognized leader of the Wurundjeri people. His work as a translator of their culture through visual documents housed here in the National Gallery of Victoria is so important to understanding our nation's history.

I acknowledge the elders past, present, and emerging of the lands on which you are located today and the lands on which South32 conducts its business around the world. In the spirit of respect and reconciliation, we'll continue to support initiatives that strengthen the unique cultural and spiritual relationships that indigenous and tribal peoples have to the land, waters, and seas, and their rich contribution to society to ensure their legacy continues and extends for future generations. I'm joining you today from Melbourne while our Chief Executive Officer, Graham Kerr, Non-Executive Director, Frank Cooper, and Company Secretary, Kelly O'Rourke, are joining us from South32's office in Perth. In the event of any technical difficulty that prevents me from chairing the meeting, Frank will take over. All members of our Board are with us in person or virtually.

Wayne Osborn is based in Perth, Xiaoling Liu here in Melbourne, Ntombifuthi Mtoba and Keith Rumble are based in South Africa, and Guy Lansdown is coming in from Mexico. Also in attendance today is Graham Hogg, representing the company's auditor, KPMG, and Graham is in Perth. Tim Heughan from Computershare Investor Services has been appointed Returning Officer for the meeting and scrutineer of the vote on Resolutions 2 through 6 and is with me here in Melbourne. I can confirm that a quorum is present and now formally declare the meeting open. Before we get the meeting proper underway, I do need to run through a few operational matters. We're again using the Lumi platform that allows shareholders, proxy holders, and guests to attend virtually.

In addition to all attendees being able to watch a live webcast of the meeting, shareholders and proxy holders have the added ability to ask questions and to vote. Shareholders and proxy holders can begin submitting questions now. We will ensure that there is a reasonable opportunity for shareholders as a whole to ask questions or, of course, to make comments. You don't need to wait until we get to the relevant item of business to submit your written question. To ask a written question, you can type in the box and press the arrow symbol to send the message to our question moderator, Hayley Cardy. If we receive multiple written questions on the same topic, we may group them together when we answer.

If you wish to ask a verbal question, please pause the broadcast on the Lumi platform, click on the link under Asking Audio Questions, and follow the prompts. Continue to listen to the meeting and in turn, the moderator will invite you to ask your question. If you have any issues using this system, please return to the Lumi platform. As stated in the notice of meeting, voting today will be conducted by way of a poll and all resolutions, and I will shortly open the voting. The polling icon, which looks like a little bar chart, will soon appear. Shareholders and proxy holders will be able to see the list of resolutions, the voting options, and the Board's recommendations. You can cast your vote and make changes on each resolution at any time until the time I declare the voting closed.

If you have difficulties with the platform, please refer to the Computershare and Lumi online meeting guides available on our website. You can call Computershare on the number set out in the How to Vote section of the notice of meeting. In the unlikely event that we do experience major technical difficulties, we will provide you with updates through our website and, of course, the stock exchanges. Finally, we remind all attendees that a recording of the meeting will be available on South32's website a few hours after the meeting has concluded. I now declare voting on all resolutions open. The Voting tab will soon appear so you can submit your votes at any time.

When we met virtually at our Annual General Meeting last year, I didn't expect to again be reporting on the impact of the pandemic on our people and on our communities around the world. That impact has been immense. We've lost colleagues, some of our people have lost family members, and for many, life will not be the same again. Your Board pays tribute to the many who have stepped up to keep our operations running and running safely despite the enormity of the challenge. We're indebted to you and also to your families for their support of your very important work. Sadly, I must again report a fatality during the year with the death of Mr. Petros Sibeko in May. Mr. Sibeko was working as a contractor at the Klipspruit extension project at South Africa Energy Coal and was fatally injured while operating a mobile elevated platform.

The investigation into the cause of the accident and the learnings we can use to improve our use of these platforms has been reviewed by the Board and shared across the company, along with the new owners of South Africa Energy Coal. We express our deepest sympathies to Mr. Sibeko 's widow and his four children. This year has been a transformative one for South32. We've made substantial progress in reshaping our portfolio. We've set ourselves a new carbon emission reduction target and further defined the way in which we intend to achieve our emission reduction plans. Our operations have also performed well, achieving a number of production records which, combined with improving commodity prices, has enabled Graham and his team to maintain South32's strong financial position and deliver consistent returns to our shareholders.

As outlined in our full year results, the company delivered underlying earnings before interest, tax, depreciation, and amortization of $1.56 billion and free cash flow of $825 million. During the year, we recognized an impairment charge of $728 million or $510 million after tax in relation to Illawarra Metallurgical Coal. We also recognized a loss on the sale of South Africa Energy Coal of $159 million. As a result, the group's statutory profit after tax declined by $130 million to a loss of $195 million.

Reflecting our financial performance and disciplined approach to capital management, we ended the year with a net cash balance of $406 million and returned $670 million to our shareholders during the year. This included $439 million as part of our ongoing capital management program, with $346 million allocated to our on-market share buyback and $93 million returned in the form of a special dividend. We'll continue to take a flexible approach to the remainder of our capital management program. Since the formation of South32, we've been committed to the reshaping of our portfolio with a bias to base metals. These are the materials that will be increasingly in demand in a low carbon world, including for the development of renewable energy infrastructure, generation, and storage.

During the year, we completed the divestment of South Africa Energy Coal, a pivotal step in that reshaping. We are pleased to have delivered this outcome not only for our business, but for the people whose livelihoods depend on that business. We also divested the TEMCO manganese alloy smelter in Tasmania here in Australia and put the Metalloys manganese alloy smelter in South Africa on care and maintenance. Consistent with our strategy, we've taken two recent and significant steps to increase our exposure to the commodities required in a low carbon world. Last month, we exercised our preemptive rights to acquire an additional interest in Mozal Aluminium, our hydro-powered smelter in Mozambique. Just this month, we announced that we've entered into conditional agreements with Sumitomo to acquire its 45% interest in Sierra Gorda, a long life open pit copper mine in the Antofagasta copper region in Chile.

This acquisition provides immediate exposure to copper, a critical metal in the decarbonization of the world's energy networks, and one that has strong long-term market fundamentals. It is expected the transaction will immediately lift group margins and earnings, supporting future shareholder returns while retaining strength and flexibility in our balance sheet. Our approach to climate change has been an area of focus for the Board as part of its oversight of material sustainability issues. It is also an area of significant interest to many of our stakeholders and, of course, the broader community. I'm pleased to say that we achieved our first short-term Scope 1 carbon emissions reduction target, keeping our FY 2021 emissions below our 2015 baseline. In May, we set a new medium-term target to halve our Scope 1 and Scope 2 carbon emissions by 2035 compared to our FY 2021 baseline.

We maintain our longer-term target to achieve net zero carbon emissions by 2050 in line with the Paris Agreement. Our plans to decarbonize our business includes securing renewable energy, designing our growth projects to be carbon neutral, and supporting and investing in the development of low carbon technology. This is both ambitious, which of course is necessary to achieve our net zero goal, and realistic, recognizing that there is no definitive best pathway to net zero and some of the innovations we will need are not yet fully developed. We'll continue to work with others, including other organizations across our industry, to develop solutions that enable us to achieve our goals. I'm encouraged by the leadership position taken by many in our industry and the demonstrable cooperation that will continue to be necessary for us all to play our part in this critical work.

The Board views our commitment to decarbonization as fundamental to the future of South32, as do so many of our owners. To reflect its importance, we've modified the executive long-term incentive plan to include performance against our climate change targets, with 10% of the awards to be linked to our progress. We've reassessed our portfolio's resilience to climate change this year, using a scenario in which temperature increases are assumed to be limited to one and a half degrees. In this scenario, most of our commodities show growth. As we deliver on our commitments to meet our emission reduction targets, we acknowledge that the industry associations to which we belong play an important role in advocacy in respect of climate change. In our view, participation in industry associations is an important avenue to engage and influence matters affecting the company.

Membership offers opportunities to understand, to learn, and contribute to industry best practice. Industry associations are by nature representative of similar member interests, but often from varied backgrounds and perspectives. Consensus on all issues is often not possible. We believe healthy debate and discussion can lead to better outcomes. We do acknowledge that at times, industry associations advocate on specific issues not aligned with our position. Where a material misalignment exists, we follow a process with the aim of seeking alignment. If that misalignment is material and we believe it outweighs the benefits of belonging, we will terminate our membership. In line with our purpose, we work to develop natural resources in a way that benefits our stakeholders. Trust and transparency are essential to the way we operate, and we work closely with all our stakeholders, considering different perspectives and working together to create shared value.

In FY 2021, we invested $22.2 million in our communities on projects in education and leadership, good health and social well-being, economic participation, and natural resource resilience. We made solid progress in several areas of our Innovate Reconciliation Action Plan, including procurement engagement and training. During the year, we completed a review of our work on cultural heritage in Australia. The review has informed our approach to cultural heritage of Aboriginal and Torres Strait Islanders and led to the development of a set of principles to guide our engagements. Some areas were identified as requiring improvement, and we'll continue to focus on those. Similar reviews are planned this year for other jurisdictions where we operate. As you would expect, the COVID-19 pandemic is continuing to disrupt the Board's practice of regularly visiting our operations and offices around the world.

We see these visits as vital to gaining insights into the daily experiences of our people and local communities. They give us the opportunity to test our workplace culture and to better understand the challenges our teams face. We've worked hard during the year to stay connected by using virtual sessions, but they can't replace the on-ground exposure that's so important to our work. We're committed to providing a safe and inclusive workplace at South32, one that does not tolerate harassment of any kind and one that is founded on the value of diversity. While our gender diversity targets at a senior level have been met, we still have work to do on the representation of women in our operations.

We know that a workplace where difference is valued and celebrated, where the countries and communities where we operate are fully represented, and where our people feel engaged and empowered, is a workplace of which we can all be proud. The Board is actively engaged in how Graham and his team are striving to meet those aspirations. In conclusion, let me say that we are well-positioned to continue delivering on our strategy, focused on optimizing the performance of our operations, unlocking their potential, and identifying new opportunities to create value for our stakeholders. Graham and his team will continue to focus on running our business well, creating sustainable long-term value while prioritizing the safety and well-being of our people, our operations, and our communities. Our capital allocation priorities remain unchanged, and we will continue to pursue growth opportunities that can compete for excess capital.

The world in which we operate is ever-changing and requires us all to effectively respond as challenges arise. We do so at South32 with our work guided by our purpose: to make a difference by developing natural resources, improving people's lives now and for generations to come. To be trusted by you, our owners, and by our partners to realize the potential of your resources. We thank you for your support in this endeavor. Before I pass to Graham, I want to recognize his superb leadership through this difficult year, and to again call out the remarkable achievement of our teams around the world to keep our operations running with the safety of our people and communities at the forefront. On behalf of the Board, I thank them, one and all. I'll now hand you over to Graham. Graham.

Graham Kerr
CEO, South32

Thank you, Karen. Good afternoon, everyone, and thank you for joining us for South32's 2021 Annual General Meeting. It's great to speak with you today, albeit virtually, to reflect on a strong year for South32, discuss the challenges we have overcome, and our plans for the future. As Karen mentioned, we were deeply saddened by the death of our colleague, Petros Sibeko , following an incident involving the use of an elevated work platform in May this year. Nothing is more important to us than safety, and it's devastating that Mr. Sibeko did not return home to his family at the end of his shift. Our thoughts remain with his family, friends, and colleagues.

The investigation into Mr. Sibeko 's death has been completed, and the outcome shared across our business and with the new owners of our South Africa Energy Coal business, so that a similar event does not happen again. In FY 2020, we changed our reporting practices to disclose fatalities in contractor activities associated with our operations that take place in locations where we do not have control.

Sadly, one person from a contracting company appointed by Cerro Matoso was fatally injured while carrying out work to pave the public road between the municipality of Planeta Rica and our QMP project. We offered our support to the contractor company following the incident. We will never be truly successful until we eliminate fatalities and significant incidents. Our teams have been working hard to improve our safety performance, with four of our operations recording their lowest total recordable injury frequency to date during FY 2021.

We also had a reduction in total recordable injuries for the period, but our TRIF increased by 2%, and we did not meet our target. We are focused on improving our safety systems as well as influencing the organizations we work with to improve safety outcomes so that everyone goes home safe and well at the end of their shift. Our people and communities continue to face the many challenges brought about by COVID-19. We are deeply saddened by the number of colleagues we have lost, and I would like to express my sympathies to all those who have lost loved ones to COVID-19. Our response to the pandemic is focused on three areas, keeping our people safe and well, maintaining safe and reliable operations, and supporting our communities. We continue to uphold the necessary controls to protect our people, our operations, and communities.

We have supported government vaccination programs by procuring vaccines for our people, our contractors, and our communities in Colombia and Mozambique, and at our GEMCO operations in the Northern Territory of Australia. We invested an additional $2.5 million in our COVID-19 community investment fund during the 2021 financial year, taking the total invested since the start of the pandemic to $7.6 million. Our contributions have supported local health clinics with medical equipment and improved water supply, mobile classrooms for schools, relief for small businesses, essential supplies, and improved access to water for families. The value of industry association memberships was never more apparent than during the emergence of COVID-19.

Industry associations in our respective jurisdictions acted as the interface between government and industry to assist in developing response plans, sharing timely information, and facilitating agreements to allow operations to continue under agreed protocols. Our operations continue to perform well, and we had several production highlights in FY 2021, including records at Brazil Alumina, Australia Manganese, and Worsley Alumina, where the refinery finished the year above nameplate capacity. Volumes improved by 21% at South Africa Manganese following its recovery from COVID-19-related disruptions in the prior year. Our production performance, coupled with a continued improvement in commodity prices, has enabled us to maintain our strong balance sheet and continue to deliver consistent returns to our shareholders through our dividend payments and a further extension of our capital management program.

As Karen has outlined, during the year, we made substantial progress reshaping our portfolio, completing the divestments of South Africa Energy Coal, the TEMCO Manganese Alloy Smelter, and a portfolio of non-core precious metals royalties. The divestments of South Africa Energy Coal and TEMCO has simplified our business, reduced capital intensity, and lowered our cost base by approximately 20%, positioning us to improve margins through the cycle. We were pleased to announce our plans to acquire a 45% interest in the Sierra Gorda copper mine in Chile recently, and to exercise our preemptive rights to increase our existing shareholding in Mozal Aluminium. These are significant milestones as we actively reshape our portfolio for a low-carbon world. The Sierra Gorda transaction expands our presence in the Americas and provides exposure to a long-life copper asset with a large resource base.

Operating performance has progressively improved since production began in 2015, and the operation is expected to exceed 200,000 tons of copper equivalent production in 2021. We also have a number of high-quality growth options and exploration partnerships designed to enhance our commodity exposure for a low-carbon future. At Hermosa, following work on the pre-feasibility study through the year, we released an updated mineral resource estimate for Taylor, which confirms the potential for a long life zinc-lead-silver project, with study work confirming a preference for a dual shaft development that prioritizes early access to higher-grade ore. We expect to report the outcomes of the Taylor pre-feasibility study around the end of the calendar year. We are making good progress with our scoping study for the Clark deposit at Hermosa, where preliminary outcomes indicate a technically viable flow sheet to produce a battery-grade manganese.

The Ambler Metals joint venture in Alaska, where we have a 50% shareholding, is progressing a pre-feasibility study for the high-grade Arctic copper and zinc deposit. In addition, we are building a pipeline of opportunities by investing through the drill bit. We have more than 20 greenfield exploration partnerships and projects targeting base metals in the Americas, Australia, and Europe. Following the New South Wales Independent Planning Commission refusal of our application for the Dendrobium Next Domain project at Illawarra Metallurgical Coal in February, we continue to assess our options for the project, including a revised mine plan. We expect to be able to provide a further update around the end of the 2021 calendar year.

As Karen mentioned, we have set a medium-term target to halve our operational carbon emissions by 2035 against our FY 2021 baseline. Our decarbonization plans are focused on Worsley Alumina, Illawarra Metallurgical Coal, and our aluminum smelters, which accounted for approximately 90% of our Scope 1 and Scope 2 emissions in FY 2021. At these operations, we are undertaking short-term emissions reduction activities focused on process and energy efficiency projects, as well as studying the transition to lower carbon energy sources over the medium term. At Worsley Alumina, our efficiency projects to reduce energy and water consumption are progressing through study phases. Mudwashing, the most advanced of our projects, is in a pre-feasibility study, which is on track for completion in FY 2022.

We have successfully used biomass in place of energy coal in the multi-fuel co-cogeneration facility since 2018, and further studies of low carbon energy sources are underway. We are deploying AP3XLE energy efficiency technology at Mozal Aluminium, and we are conducting a trial for its use at Hillside Aluminium. Our pre-feasibility study for the Taylor deposit at Hermosa incorporates low carbon design initiatives. Wherever we operate, we proudly support our local communities, and during the 2021 financial year, we invested $22.2 million in community initiatives and activities. We partner with local organizations and governments to invest where it is needed most, and our community investment focus on initiatives that enhance education and community leadership, good health and social well-being, economic participation, and natural resource resilience.

We also increased our procurement from Aboriginal and Torres Strait Islander businesses by 18% in FY 2021, exceeding the target that we set out in our Reconciliation Action Plan launched in September 2020. In May 2021, we partnered with the Australian Indigenous Leadership Centre and the Anindilyakwa Land Council to establish a program designed to enable and empower young people on Groote Eylandt, where GEMCO is located. The Anindilyakwa Future Leaders Program was developed in collaboration with traditional owners and is focused on developing leadership capability and governance skills, two areas that will enable this community to thrive long into the future. To conclude, it has been a challenging year for South32 for many of our people and our communities. I'm proud of the way our people have responded, demonstrated great resilience, and innovated throughout the COVID-19 pandemic.

I'm also grateful for the way our people and communities around the world have united and worked through this difficult period. We have a strong foundation to continue to build our business. Our operations are performing well. We have a strong balance sheet, high-quality growth options in attractive commodities, and a plan to decarbonize our business. Once again, thank you for joining us today and for your ongoing support. I'll now hand back to our Chair.

Karen Wood
Chair, South32

Thanks, Graham. Ladies and gentlemen, we'll now move to the formal items of business. Each resolution and the explanatory notes are outlined in the notice of meeting dated 17 September this year. As well as consideration of the financial statements, the business before us today includes six ordinary resolutions and one special resolution. Two resolutions have been requisitioned. Resolution 6(a), that proposes an amendment to South32's constitution, and Resolution 6(b), relating to how we approach industry associations of which we are members. Resolution 6(b) is a non-binding advisory resolution and will only be valid if Resolution 6(a) is passed. As you will have seen from the notice of meeting, the Board recommends shareholders vote in favor of all resolutions except Resolution 6(a), which the Board recommends a vote against. I intend to vote all undirected proxies that I hold as Chair in the same manner.

While Resolution 6(b) was not proposed by the Board, we nevertheless recommend a vote in favor as it substantively aligns with our practice. We'll work through each resolution in order, and I'll provide you with a summary of proxies received as we progress. I'll also invite questions on each resolution. The first item of business is to receive the financial report, directors' report, and auditor's report, as set out in the company's annual report for the financial year ended 30 June 2021. There's no requirement to approve these reports, and we are simply tabling them for discussion. As I mentioned earlier, we have Graham Hogg from KPMG with us, and Graham is available to answer questions relating to the audit. Hayley, could you please read the questions that have been received in advance of the meeting, and I'll respond to these for the benefit of all shareholders.

Are there any questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The first question comes from Mr. Matthew Trainer, and the question is: Will we be able to reinvest our dividends in the near future?

Karen Wood
Chair, South32

Thanks, Hayley, and thanks, Mr. Trainer, for your question. While we don't have a dividend reinvestment plan, shareholders are, of course, able to reinvest their dividends in South32. Our view is that the complexity of running a dividend reinvestment program is really considered too great and outweighs the benefits that we see at this time. It is something we look at from time to time. Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question comes from Mrs. Phyllis Kendall, and the question is: Why do you persist with incentive payments and obscene salary levels when they are proven by research to be ineffective?

Karen Wood
Chair, South32

Thanks, Mrs. Kendall, for your question, and I certainly appreciate your perspective. I'm sorry that you have concerns about our remuneration levels. I'm not sure of the research to which you refer, but it might help if I just briefly set out how we go about fixing remuneration for our executives. When we settle on salary amounts, we have regard to three things. Firstly, the need to attract and retain talented people in a competitive environment. Secondly, we want to set our salary levels at the midpoint of whatever it is that the market is offering. And thirdly, we want to set it at a level that reflects the role, the accountabilities of the individual and of course, the skills that are required to do the job. I guess importantly, we put a very significant amount of remuneration at risk.

In Graham's case, 71% of his target remuneration is at risk, which means it'll only be paid if performance hurdles that we believe are demanding are met. We think that's the best way to achieve alignment between executive pay and the shareholder experience. If I just use the last year as an example, the total shareholder return that shareholders enjoyed over the last year was 42%. If I take the last 4 years, it's 31%, which is obviously a significant uplift and benefit for our shareholders. As a Board, we're satisfied that the executive pay is aligned to that shareholder outcome. I guess finally, I just hope I can give you some comfort when I say that the Board retains overall discretion in the way in which it approaches executive pay.

You might remember that just a couple of years ago, Graham willingly gave up around $5 million of his remuneration, when we collectively, Board and Graham, agreed that the outcome, frankly, would have been just too high. Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question comes from Mrs. Lynette LaBlack, and the question is: The Paris Agreement has been heavily influenced by China, substantially benefits China, and is detrimentally impacting Australia's economy, energy independence and national security. Vast tracts of our irreplaceable agricultural land and precious landscapes are being ruined by fake green, inferior, unreliable, toxic class, large-scale solar and wind turbine monstrosities, harming Australia's essential uncontaminated food staples supply. Given the extreme hostilities of China and Australia's massive debt burden, everyday Australians need our most secure, sensible, reliable, economical and plentiful natural energy resources to be used for the welfare of everyday Australians, our own sovereign advantage, our future strength, economic benefit and national security. Why then does South32 even reference and persist in caving into this unproven, exaggerated climate alarmist modeling propaganda influencing its direction when it has consistently been proven incorrect for decades?

Karen Wood
Chair, South32

Thanks, Hayley, and thanks, Mrs. LaBlack, for your question. I do appreciate that there are many and varied views on this subject. In our case, at South32, we made our position very clear on the matter when we de-merged. We are persuaded by the science of man-made global warming, and it's for this reason that we've committed to a net zero target by 2050 and, of course, just this year, setting a medium-term target for 2035. As I said in my earlier remarks, as we go about this work, we wanna be motivated by two things. One is to be ambitious, and we think we need to be in response to the challenge that we feel very strongly about. We also need to be realistic.

We do need to recognize that there is no single solution, and that the considerations of the kind that you mentioned, including land use, do need to be taken into account as we not only fix our targets but also our projects to take us there. I would say that I don't think there is another industry that understands the impact on communities better than the resources industry. I mean, it is, after all, where we live and where we work. We do need plans that not only allow us to meet our goals, but plans to make sure that as we go about that work, we do it in a just way, a way that's fair, that's equitable, and that's inclusive. Finally, I'd just say that the cost of doing nothing, in our view, is significant.

It's significant for South32, and it's significant for the nation. You know, demand for Australia's exports could very well be in peril if you think that more than 80% of our exports go to trading partners who've all committed to net zero. For this reason, we believe our response is the appropriate one. Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question comes from Miss Rebecca Clemenc, and the question is: The pressures placed on companies from other countries in terms of the climate change issues, for example, Paris, how do we look at these as being fair and reasonable, as some countries are perhaps, say, let off doing their fair share of reducing climate change? All investors and companies do look at the profit-building growth. How, as a company, can we look at these measures that are placed on a more economical system to improve the company rather than a burden to decrease productivity? It is always hard to balance this. What can the company do to get this balance?

Karen Wood
Chair, South32

Thanks, Miss Clemenc, and I certainly agree with you. It is a balance. We do, however, think that as a company, we're very well-positioned to address the challenges. You know, as I said in my earlier remarks, we have worked actively to reshape our portfolio to increase exposure to metals that we believe will be in demand in a low-carbon world, and copper is a very good example of that. And Graham and I spoke about the plan we have to acquire 45% of the Sierra Gorda copper mine in Chile. You know, if you think about the work that the International Energy Agency has done as we focus on the transition to clean energy. They say, for example, that a typical electric car requires 6x the mineral inputs of a conventional car.

They say that an onshore wind plant requires 9x more mineral resources than a gas-fired plant. Of course, copper is the cornerstone of all electricity-related technology. We think the future is bright. We think we have a portfolio that is resilient to changing commodity demands, and climate policies and, of course, the development of technology as we work our way toward the Paris Agreement and the aspiration that we share for net zero by twen-

Graham Kerr
CEO, South32

You know, for us, it's probably two components we're concentrating on. One is energy efficiency, and we spoke about the mudwashing project, which actually reduced energy intensity as well as actually water consumption. That's due to be finishing the pre-feasibility by end of this financial year. The next piece is to actually convert the coal-powered steam generation to gas and then from gas to another source like hydrogen. Illawarra, it's all about gas drainage and increasing efficiencies. When we talk about that plan to reduce our Scope 1 and Scope 2 emissions by 2035, you know, we think we've got good plans in place to actually achieve that the teams are actively working on now. Certainly, it's reflected all through the scorecards of our business. Thanks, Karen.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next pre-submitted question comes from Miss Karen Kedding. The question is: Like the directors, we, the shareholders, need higher dividends.

Karen Wood
Chair, South32

Thanks, Miss Kedding. Look, as the Board thinks about allocating capital, it always thinks about the balance between the capital that's required to reinvest in the business and, of course, what returns we can deliver to our shareholders. We do that under the capital management framework that we've had in place since the beginning of South32's life, and we'll continue to do it that way. You may recall that our dividend policy is that we will return a minimum of 40% of underlying earnings in the form of ordinary dividends. In fact, if I go back to the formation of South32, since that time, we've delivered more than half of underlying earnings in the form of either ordinary or special dividends, about 53%.

We have, of course, had a buyback, and through that buyback process, reduced the shares on issue by around 12%, which obviously means we're able to concentrate that impact of dividend flow. I would just leave you with what I hope is some confidence that as we think about this issue, the Board is always balancing those competing requirements.

Hayley Cardy
Group Manager Communications, South32

Thanks, Chair.

Karen Wood
Chair, South32

Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you. The next question comes from Mr. Phil Clark. The question is: Given the number of British shareholders you have, can you please broadcast your AGM over Lumi as a hybrid meeting in future years?

Karen Wood
Chair, South32

Thanks, Hayley, and thanks, Mr. Clark, for your question. I suspect that's exactly what we'll do. We've certainly had feedback that while people are frustrated not being able to get together in person for a meeting, a lot of people are able to access the meeting remotely, and that's, of course, made it available to a lot more. My expectation is that we will continue to do it through broadcast, but in a hybrid format, so people can get together as well.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next two questions come from Mr. Phil Clark also. The first is: Can you please set the start time of the AGM in future years to allow both Australian and U.K. shareholders to attend? I'll add his second question to this. It's: Will a recording of this year's AGM be available on your website so that U.K. shareholders can see the presentations and the Q&A session, albeit, retrospectively?

Karen Wood
Chair, South32

Thanks, Hayley. The answer to the second question is yes, absolutely. There will be a recording available on the website. As for the start time, this is the tyranny of time zones, isn't it? We've all experienced that, I can tell you, during the last 18 months, as we've had to bring people in from around the world to conduct meetings. I'm very sensitive to that. I'm sorry it's a terrible time of the day. If you have dialed in, thank you. It's very good of you to get up that early. Rest assured that you will be able to access the meeting on the website after its conclusion. Hayley.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question is also from Mr. Phil Clark, and his question was: Like many shareholders, I believe that safety is an essential part of an employer's responsibilities. I'm concerned about the South32 accident rate discussed on page 14 of the annual report. The reason for the increase seems to be the sale of SAEC and TEMCO. If these had been excluded from both 2020 and 2021 accident statistics, would the TRIF have increased or decreased? Would the 20% reduction target have been achieved?

Karen Wood
Chair, South32

Thanks, Hayley. I will ask Graham just to talk to the rebasing and the numbers that you're referring to Mr. Clark. Let me just say at the outset, these are matters that have taken a very considerable amount of time and focus for the Board, always. We do remain committed to getting this right. It distresses each one of us that we've had another fatality with a contractor this year. A very significant amount of work has commenced as a result of our dealings with contractors to see if we can improve the way in which we are managing those people who come onto our site to work. Graham, would you like just to comment on the numbers and the rebasing?

Graham Kerr
CEO, South32

Yeah. Look, absolutely, Karen. I mean, to your point, there's nothing more important than our people go home safe and well at the end of their shift. You know, clearly, we're not in that position today when we talk about it. TRIF is one of a number of, if you like, safety metrics. We look at near misses. We look at serious incidents. We also look at other lead indicators, such as follow-up investigations. Our TRIF performance this year, if you sort of take a step back, if you count the actual number of injuries we've had, there's actually been a 7% decrease. If you talk about the number of injuries that had a potential that could have led to a more serious accident, there's actually been about an 18% reduction.

You know, the largest majority of our injuries are around things like sprains, strains, and finger injuries, which we still need to eliminate out of the business. To answer your question directly, if SAEC and TEMCO were not backed out of our numbers, our TRIF would have slightly risen from 5.9 to about 6, so slightly moved. The big drive, if you like, in our TRIF number performance this year was, you know, South Africa Energy Coal probably accounts for roughly 39% of our exposure hours.

As we talk about the target moving to 6 next year, by backing out South Africa Energy Coal, which probably has an average TRIF rate across its sites of about 2, we make somewhere like Illawarra proportionally more of the numbers, and their TRIF number's closer to 19, which unfortunately is an opportunity for us to improve. It's an underground longwall mine, which across the industry has higher TRIF rates. As Karen spoke about, we've got a lot of focus about how we improve our safety performance. There's a large piece of work currently underway, and our aim is to improve that next year and the years after.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question, also from Mr. Phil Clark, is: If I have interpreted page 14 correctly, then I assume the accident rates in SAEC and TEMCO are lower than the retained operations evidenced by the new baseline being 6. Why are the accident rates so much higher in the retained operations than those sold?

Karen Wood
Chair, South32

Graham, you might just want to add to your last set of comments to address that question.

Graham Kerr
CEO, South32

Thanks, Karen. Just to focus on that, Mr. Clark. Again, I would say that if you look at total exposure hours the previous year, South Africa Energy Coal was probably about 39% of our total hours, so it brought a big weighting actually into the calculation. They had a really low TRIF of 2. TEMCO is less than 1% of our exposure hours, so that's probably not worth spending time on. By taking South Africa Energy Coal out with a low TRIF rate of 2, it proportionally re-weights something like Illawarra that has a higher rate. That's why we're sort of seeing that movement. Here's where, I guess, the catch is around some of those TRIF numbers. They are 1 metric around safety, but a low TRIF doesn't always guarantee no fatalities.

Some of our operations that have the lowest TRIF rate have actually been in the areas where we've actually had fatalities, such as South Africa Energy Coal. Again, for me, it's about a balance of looking at the range of safety metrics and continually improving on all of them.

Karen Wood
Chair, South32

Thanks, Hayley. Do we have any more questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have one final pre-submitted question, and the question is: Why does the CFO not have a seat on the Board, as would be normal in most companies? That question also comes from Mr. Phil Clark.

Karen Wood
Chair, South32

Well, thanks, Mr. Clark, for your question. I'm conscious that practices around CFOs sitting on Boards does vary, particularly jurisdiction to jurisdiction. It's certainly a more common feature in U.K.-listed companies than it necessarily is in Australia. Our CFO doesn't sit on the Board, but she does attend all Board meetings. Graham's leadership team does participate through all of our Board meetings and indeed relevant committee meetings. We feel we get the benefit of her input and insights in that forum. Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. I'll move now to the questions coming through on the platform. The first question is a text question from Mr. Anatoly Semenek and Mrs. Jennifer Anne Semenek. The question is: At what stage is the South32 Board at in its consideration in the future development of lithium resources to replace the decline in demand for its coal over coming years?

Karen Wood
Chair, South32

Thanks, Mr. and Mrs. Semenek, for the question, and I'll ask Graham just to comment on how we think about lithium in a moment, but I can tell you that we don't have any immediate plans to pursue lithium assets. We've talked about our focus on orientation to base metals, but of course, our focus on copper. And we've seen the recent announcement about the acquisition of the stake in the copper mine in Chile, and also, of course, green aluminum through the exercise of our preemptive right in Mozambique. We think we have a number of commodities in our portfolio that position us very well for a low-carbon future. Graham, you might make some comments on how we see lithium specifically.

Graham Kerr
CEO, South32

Thanks, Karen, and we do an annual exercise of looking at all the commodities and how they sort of fit in the supply/demand world, and obviously how decarbonization plays a role in that space. To be honest, lithium, we've looked at a couple of times, and we'll continue to look at. We do have a view that on the supply side, there is a real risk that the world sees an overabundance of lithium because it's a very common mineral, and it's very easy to actually extract. But to your point, we are looking at other battery, if you like, commodity-driven technologies. For example, the Clark deposit at Hermosa is really around developing a battery, if you like, grade material that would be used by someone like Tesla.

Likewise, we continue to invest in various nickel projects, both in Colombia at Cerro Matoso, but also the exploration projects because we do believe nickel is gonna play an important part in battery technology as well.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received an audio question from Mr. Lawrence Krepp. Mr. Krepp, please go ahead.

Lawrence Krepp
Shareholder, Private Investor

South32 is a target company of the Climate Action 100+ Investor Initiative, which asks companies to reduce emissions across their value chains in line with the Paris Climate goals. In particular, the CA 100 net zero benchmark sets 1.5 Celsius aligned emissions targets for Scope 3 emissions, which South32 has so far failed to set. Given South32's financial year 2021 Scope 3 emissions were 5x higher than Scope 1 and 2 combined, why has the company failed to set short, medium, and long-term targets for these emissions? And what action will CA 100+ investors and lead investor HESTA take against the company if we continue to fall short of the initiative's benchmark?

Karen Wood
Chair, South32

Thanks, Mr. Krepp. We appreciate your question. Climate Action 100+ is an organization that we've had really positive and constructive dialogue with for a long time. We actually think the initiative of investors coming together in that sort of forum is tremendously helpful in terms of working together to address these issues. As you say, HESTA is our lead investor. I've had a number of meetings with our representatives at HESTA, as have other members of the Board and, of course, members of management. Insofar as Scope 3 emissions are concerned, you are right, we have not set a target for Scope 3 emissions.

Nevertheless, we certainly understand the necessity to reduce emissions across the value chain, and we will continue to look at that. I think we need to recognize here that second principle I spoke about before, and that is we need to be realistic as we're thinking about how we approach these critically important issues. We are a small player in this space. You know, our metallurgical coal sales probably account for what, Graham? About 2% of global demand.

Graham Kerr
CEO, South32

Correct.

Karen Wood
Chair, South32

Our ability to influence our customers on that front is not nearly as great as some others. I guess the last thing I'd say about this is our Scope 3 emissions have reduced very significantly by about 50% following the sale of our South Africa Energy Coal business and our TEMCO asset. I mean, down from 106 million tons to around 62 million tons. We've made a very considerable dent in that number. I think finally I'd just say to you that we will continue to look at this. We do know that there is an expectation on this front, and we'll continue to work hard to try and influence those with whom we deal to address this issue. Thank you.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question is a text question from Dr. Lindsay Colin Campbell. The question is: What is the future of manganese as a commodity?

Karen Wood
Chair, South32

Thanks, Dr. Campbell. Appreciate the question. We think the future for manganese is actually very positive. Certainly the International Energy Agency recognizes it as one of the commodities that's going to be critical in a low-carbon world. It's important in the infrastructure sector. As you probably know, it goes to the quality and strength of steel, and it doesn't lend itself well to being recycled. We're very positive about the outlook. Graham, anything you'd like to add on that?

Graham Kerr
CEO, South32

Yeah. Just maybe building on your last point there, Karen, it is certainly designed to strengthen and extend the life of steel. As you recycle steel, so you don't have to go back to using met coal and iron ore, but you do need to add back in manganese to sort of give that recycled steel the longer life as well. It actually extends the life. I think it's a critical part of how the world decarbonizes.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question is a written question, and it's a two-part question, including a question for the auditor. I'll read this out. It comes from the Wybush family. While the February 2021 IPC refusal appears to have been a trigger for the $772 million impairment loss, the factors contributing to this were not new. At previous AGMs, shareholders have repeatedly warned of the potential loss of value for coal-related assets. The write-off is a material 7.5% of the plant and equipment asset balance. It would appear that the assumptions behind the FY 2020 impairment test were wrong or overly optimistic. First question is: Were the FY 2020 valuations of these assets accurate?

The second part: Has the FY 2021 impairment assessment adopted appropriate assumptions such that shareholders will not experience a significant write-down in the future on existing assets? The question for the auditor: How did the auditors satisfy themselves that the impairment write off related to FY 2021 and not to a prior period? Did the auditors adopt a more skeptical approach to management assumptions when undertaking impairment testing in FY 2021?

Karen Wood
Chair, South32

Thanks, Hayley, and thank you for your question. The auditors or Graham Hogg from KPMG will obviously talk to the process that they went through as they considered the impairment for Illawarra. You are right. The impairment was triggered by the decision of the Independent Planning Commission, which was released in February of this year. That decision was unexpected. All of the indications that we had had up until that point, including support from the regulators, including the representatives of the state government and local regulators, was that project development would be approved. It was a surprise to us. I think as you would expect, when the decision was handed down, the Board was very keen to understand the process that led to the IPC's decision, including asking some of the questions that you've asked today.

Through that review, we satisfied ourselves that these were not issues on which management could have formed a view ahead of the IPC decision. Let me cross to Graham, who'll be able to address the auditor point.

Graham Hogg
Partner and Auditor, KPMG

Thank you, Karen, and thank you for the question. Look, if I can address the first point first in terms of satisfying ourselves, 2021 versus the 2020, impairment. Management undertake a rigorous process whereby they do test for impairment triggers at each period end. Part of our role as auditors is to assess that trigger process to make sure that is appropriate and to make sure that the underlying assumptions used in that trigger process are appropriate as well. We have undertaken that at both the FY 2020 and FY 2021 year-ends. We are satisfied that, after our work at FY 2020 that there were no impairment triggers, associated with the Illawarra Metallurgical Coal assets. However, in FY 2021, a trigger was noted by management, and that trigger sort of culminated from the IPC decision.

At which stage management undertake a fair value test, which is then subject to our review and our audit, which has been undertaken. You will notice in the accounts as well that there is disclosure around those risks and uncertainties. Whilst we are satisfied with the number which has been articulated in the FY 2021 report, there is no guarantee that that number won't change in the future. Those risks and uncertainties are set out, and we are satisfied ourselves as of FY 2021 that it was appropriate, appropriately reflected. Thank you, Karen. I hope that's addressed the question.

Karen Wood
Chair, South32

Thanks, Graham. Graham Kerr, anything you'd like to add?

Graham Kerr
CEO, South32

There may be a couple of things which I think are worth touching on, Karen. You know, when you think about Illawarra Metallurgical Coal, the DND project, or the Dendrobium Next Domain project, is actually an extension of an existing operation. It's not an expansion. It's not an increase in throughput. It's also been the normal course of business that has occurred regularly at Illawarra over many years since it started. That project would extend the life of Dendrobium from FY 2024 to FY 2036. The move into Area 5, it's all metallurgical coal. None of this is going into energy generation. It's actually going into steelmaking. While people are talking a lot about green steel, and we follow green steel closely, we do believe the commercialization and viability of green steel is probably 20-30 years away.

As a consequence, you know, the hard coking coal that comes out of the east coast of Australia is critically important in countries that are developing, such as China, Southeast Asia and also India. The other piece for us is, as Karen mentioned earlier, we're 2% of the global export market. We do sell roughly 30% of our product to Illawarra, in the Illawarra region to the BlueScope Steel, who produces steel for Australia. From our perspective, you know, it is a met coal asset, not a thermal coal asset. Met coal, as a consequence, does have a role to play for a couple of decades at least yet. The other thing worth noting is International Energy Agency, you know, that is a scenario they're talking about. It's one of many possible pathways.

It's certainly one of the scenarios that we test when we look at our commodity attractiveness. Over time, it will have an impact on met coal. It won't grow as other commodities do, but for the next couple of decades, met coal is gonna play an important part of how the world develops.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question is a text question and comes from Miss Deborah Anne Strang Sykes. The question is: Given South32's support for net zero emissions by 2050 and the International Energy Agency's finding that there is no room for new or expanded coal mines in a net zero by 2050 scenario, will the company walk away from its Dendrobium Next Domain extension project at Illawarra Metallurgical Coal?

Karen Wood
Chair, South32

Thanks, Hayley. Some of the response to this, I think Graham just made in his last set of remarks. The Illawarra coal asset is a very important one for us. As Graham said, it's a metallurgical coal asset. It extracts very high-value coal. It has a very low gas content. It does supply BlueScope Steel, which is obviously a very important business in Australia. We have not yet decided the way forward following the IPC decision in February. We are working on a revised plan for the Dendrobium Next Domain expansion project that takes into account the IPC's findings. I expect we're going to see some recommendations towards the end of this calendar year. Graham, anything you want to add?

Graham Kerr
CEO, South32

I'll just add, Karen, as you mentioned earlier, the refusal by the IPC was probably a surprise to ourselves and the government compared to prior years. They did raise a number of issues. It wasn't all around Scope 3, it was around biodiversity, it was around water impact, it was around, if you like, cultural heritage issues. One of the things the team has been working on is a revised mine plan that we think will address the majority of the IPC issues. That's what the team's working through at the moment to understand the economic impact of that. I think in the end, that also flows into our Scope 3 emissions targets, because the majority of our Scope 3 target emissions will come from Illawarra.

As a consequence, until we understand the way forward around Dendrobium Next Domain, it's very hard to put out there a Scope 3 target.

Karen Wood
Chair, South32

Thanks, Graham.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair.

The next question also comes from Miss Deborah Anne Strang Sykes and is a text question. The question is: I also note the company's divestment of South Africa Energy Coal and plans to divest its Eagle Downs stake. Is South32 looking to exit coal altogether, and is this consistent with the company's climate commitments?

Karen Wood
Chair, South32

Thanks, Ms. Sykes, for your question. We have said for a very long time that we won't make any further investments into energy coal assets. You can be confident that we have no intention of doing that. The Illawarra asset we spoke about and Eagle Downs are metallurgical coal assets, and we've spoken about the role that they have to play. It depends what sort of coal we're talking about, but we certainly don't have an exit plan for metallurgical coal, but won't invest any further capital into any energy coal asset. In fact, the only energy coal we produce now is from Illawarra, and that's declining. It will be negligible in a relatively short time. Graham, anything you want to add?

Graham Kerr
CEO, South32

Maybe just to add that point again around green steel. Green steel is coming, so that's steel developed through the use of hydrogen instead of met coal via the coking process. You know, we think that will come, but it's probably 20-ish to 30 years away. Again, the world is gonna need met coal for the next 20 to 30 years to lift people out of poverty.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. The next question is a text question and comes from the Australasian Centre for Corporate Responsibility, and the question is, in his address, Graham said he'd provide an update on the Dendrobium mine around the end of this year. Can the Board speak to the likelihood of the New South Wales Government overturning the decision of the Independent Planning Commission?

Karen Wood
Chair, South32

Thanks for the question. It's not something we have any insight into at the moment. As Graham said, we are going to look at the way forward for this around the end of the calendar year, once the revised plan that the team are working on is complete. As you probably know, the New South Wales Legislative Council did support a private member's bill requesting the minister to declare this project state significant infrastructure, which does enable the minister to determine the project on an alternative plan. We don't have any insight into how that might be exercised and wouldn't expect to do so until we complete our work on the revised plan. Thank you.

Graham Kerr
CEO, South32

Maybe the only thing worth adding there, Karen, is it's not really an overturning of the decision we're looking for. The revised mine plan is based on the premise that we will address the issues raised by the IPC. Working with some of their concerns to address them, and that includes changing, you know, the size of the offsets, the length of the long wall, some of the areas we mine in. It's certainly not about overturning a decision. It's actually adjusting a mine plan that we think will address the majority of the IPC concerns.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received an audio question from John Campbell at the Australian Shareholders' Association. John, please go ahead.

John Campbell
Representative, Australian Shareholders' Association

Yes, look, I'm representing Australian Shareholders' Association with about 6.75 million proxies from 800 shareholders, and I'm just outside your top 20 shareholders in terms of voting. It was very disappointing to see the 2021 results hit by the double whammy of the loss on disposal of South African coal and also the Dendrobium write-down. My first question was about Dendrobium, but I think probably the previous question has extracted the information I wanted to do, and I'm looking forward to hearing the release of the plan in December 2021. My next question was on Hermosa. Arizona is known for its sort of fairly right-wing support for former President Donald Trump and his sort of views about nationalism.

I see also that Hermosa is close to the, and I'm not sure if I can pronounce this correctly, Tohono O'odham Native American Reserve. I'd imagine that the repercussions from the young gang case affair has been sort of considered in Arizona in respect to Australian investment. I'm just wondering if anti-Australian investment sentiments are evident in there and if they're part of the delays that you've been experiencing. Just precisely when will we get the feasibility study results, and will that be a definitive answer on development in Hermosa?

Karen Wood
Chair, South32

Thanks, John, for your question. We're certainly not seeing any anti-Australian sentiment with our work at the Hermosa project. We had hoped to be further progressed with the pre-feasibility study at this stage, but we have been impacted by COVID-19. I'm sure you're aware that Arizona had, for a very long time, a very high rate of COVID positive cases, which did impact the ability of people to get onto the site to collaborate and frankly, finish the work on the pre-feasibility study. We do expect to finish that work towards the end of the calendar year, and we'll be in a position to talk about what that looks like, I imagine early next year. Graham, anything you want to add?

Graham Kerr
CEO, South32

Yeah, maybe just a couple of points worth touching on there, Karen, is one, you know, there were certainly impacts from COVID on probably the two critical tasks would have been around hydrology, where we had to drill to understand the aquifer. The second piece was around resource, because when we made the acquisition of Arizona Mining, it was a foreign estimate. One of the things we've been going through is each year we're progressively doing more drilling to convert it to a JORC resource, which is why you will see the resource continue to change. Important to note that the zinc equivalent units have gone up between the last 2 years and the resource is still open at depth, and also open laterally. I think the other critical piece is that the Clark deposit sits above Taylor.

Once we finish the Taylor deposit, one of the things we'll kick into the value engineering phase is to work out, do you actually put Clark and Taylor together and jointly develop them? And that's some more work that the team's currently working on at this phase. Your comment around First Nations people, we're very conscious there's roughly nine tribes in the area. And Pat Risner, who's our, you know, lead on the ground there from day one, has been very passionate about early engagement. We do expect that we'll get the typical kind of reception that you see in the U.S., where there are lots of questioning around permitting, and there's quite a judicial process that will run its course no matter what happens.

You know, we've been very active in the engagement, both with the NGOs and the First Nations people and, you know, that is progressing well.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair.

John Campbell
Representative, Australian Shareholders' Association

Thank you. Can I go to my second question on Sierra Gorda? You've chosen to acquire a minority interest in the project at the cost of $1.6 billion upfront and a further half a billion if it works out well. According to the newspaper, it's had a history of problems. Can you please comment on how they were overcome and how you can be certain they're being avoided in future? Did you consider looking at an Australian company with what looks to be a very good copper project in Chile on paper anyway, and is currently looking to raise AUD 750,000 to complete DFS on it?

Karen Wood
Chair, South32

Thanks, John, for your second question. I'm going to get Graham just to comment on how we went about looking at the Sierra Gorda asset. The sorts of considerations that you've raised are obviously the things that we thought about as a Board. This hasn't been an easy process because, of course, we've had limited ability to actually travel to the site. Having said that, we do, as a Board, feel satisfied that the due diligence that was executed in relation to Sumitomo's stake was thorough and conducted by not only very competent people but deeply experienced people in that region in Chile. Graham, you might like to comment.

Graham Kerr
CEO, South32

Thanks, Karen. Thanks, Mr. Campbell, for the question. Certainly, like everyone else probably in the mining industry, we like copper. You know, we've been looking for copper assets since day one, and that's reflected in our exploration projects, but also various M&A opportunities we've had a look at. We've always said from day one that M&A for us is driven by value. It's not driven by ego. I'll be the first one to tell you that when the team started looking at Sierra Gorda 12 months ago, I was quite a skeptic because of the checkered history it had had during the ramp up. They started ramping up in 2015, and over 2016 and 2017, they had a number of challenges, and they certainly didn't meet their own threshold levels they were looking to actually achieve.

When we actually thought about acquiring the asset, we do believe it's an asset that was not that well understood by the market because of the history. The way I describe the due diligence is the team took the time of taking layer of the onion off piece by piece. We had three large DD visits to the site. We drew down on some of our people from the Americas, particularly out of Cerro Matoso, and also some people that we have very close, connection with and history with in Chile over the years.

If you look over the last 3 or 4 years, you'll actually see that Sierra Gorda have been running, if you like, a debottlenecking project that has physically changed parts of the plant, which has allowed them to lift throughput, stabilize the operation, and continually increase their production every year on a very sustainable basis. We're very confident in, you know, they're sort of past those early commissioning challenges. While it is a 45% interest, it is important to understand that it's actually joint control. When I say joint control, it's made up of an owners' committee. It's made up a sustainability, you know, committee, a financial committee, a tailings committee. All of those committees are 50/50 between ourselves and the partner, KGHM. On that, we have equal voting rights. The Chair rotates every 2 years.

We're entitled to put secondees into the business as well. It's certainly a joint venture where we're comfortable around the joint control provisions. On top of the current, you know, operation where they're mining from, there is potentially another deposit and a much broader land exploration, if you like, package. We thought that was actually very attractive. With regards to other copper assets, we continue to look at options. If we believe we can generate good returns for our shareholders, we will look at both exploration projects, development opportunities, but it's always through the lens of creating value for our shareholders, not just about growing the size of the company.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. I wanted to check if John was still on the line and had any further questions before I move on.

John Campbell
Representative, Australian Shareholders' Association

Yes, I'm still on the line. Can you hear me?

Hayley Cardy
Group Manager Communications, South32

Yes, we can. Thank you, John. Go ahead.

John Campbell
Representative, Australian Shareholders' Association

Yeah. Well, the final question is just management resources. Are you going to be stretched too thin looking after both two new major projects with Hermosa and Sierra Gorda? Is it too much of a stretch?

Graham Kerr
CEO, South32

Oh, sorry, Karen, did you wanna go first?

Karen Wood
Chair, South32

No, go ahead, Graham.

Graham Kerr
CEO, South32

I was just gonna say, John, we sort of, you know, this thought process didn't happen overnight, so even pre-COVID, we started to move some of the executive team around. For example, you know, we've got a strong presence obviously with one of my lead team members in Southern Africa. We moved the person in charge of the Australian operations to the East Coast, so we sort of had access to the majority of the operations during COVID. We also moved Simon, who's our chief development officer, to North America probably about 18 months ago.

We started to build out a team, both at Hermosa to support that project and hired a number of people, but also at the Colombian business, where the team led by Ricardo has had a very strong track record of building projects in terms of La Esmeralda, QMP, and the Hermosa project, and started to put more people into those locations. We're very confident around the capability we've put on the ground, and we'll continue, obviously, add that capability, particularly as Taylor and Clark progress. There's been some conscious thought around how we position ourselves for that future.

Hayley Cardy
Group Manager Communications, South32

Thank you, John. Did you want to add anything to that, Karen, or are you happy for me to move on to the next one?

Karen Wood
Chair, South32

No, thanks, Hayley. Very happy for you to move on.

Hayley Cardy
Group Manager Communications, South32

Okay. We've received a text question from the Australasian Centre for Corporate Responsibility, and the question is: It was reported last month that South32 is preparing to sell its stake in the Eagle Downs mine in Queensland. Can the Board confirm this is the case?

Is selling an undeveloped coal mine in the best interest of climate change if a less scrupulous actor goes on to develop the mine?

Karen Wood
Chair, South32

Thanks, Hayley, and thank you for the question. Yes, the company is engaged in a process to sell our stake in Eagle Downs, so the report that you saw is accurate. I think your second question, selling assets and moving the responsibility for a whole lot of issues, not just climate change, to a new owner, is a very fair question. That of course covers issues like safety, broader sustainability issues, the way in which employees are treated, the way in which communities are engaged, and of course, issues related to emissions. They are all the sorts of questions that we grapple with as we're thinking about disposal of assets. It's certainly one of the sets of questions that we spent a lot of time thinking about in the sale of South Africa Energy Coal.

We need to balance that with our obligation to shareholders not to destroy value. Graham, anything you'd like to add?

Graham Kerr
CEO, South32

The only comment I'd make, Karen, is we're actually jointly looking at a process with our joint venture partner, Aquila. Again, I'd stress that it's metallurgical coal, and it's high quality metallurgical coal. It's not thermal coal.

Karen Wood
Chair, South32

Thanks, Graham. Hayley, do we have any further questions?

Hayley Cardy
Group Manager Communications, South32

We have no further questions at this time, Chair.

Karen Wood
Chair, South32

Thank you. Well, I'll go back to the next item of business. That's Resolutions 2(a) and 2(b) that seek the approval for the re-election of Wayne Osborn and Keith Rumble as directors of the company. Wayne and Keith were appointed in 2015 and were re-elected at the 2019 Annual General Meeting. In accordance with our usual practice, all directors participated in a review of the effectiveness of the Board and each individual member during the year. The Board wholeheartedly supports the re-election of Wayne and of Keith, recognizing the considerable expertise that each of them bring to the work of the Board. First Resolution 2(a) is the re-election of Wayne Osborn as a director. Wayne has been a Non-Executive Director since the formation of South32.

His contribution as Chair of the Remuneration Committee is highly regarded, as is his extensive experience in the mining, smelting and processing sectors. The Board has reviewed Wayne's performance, and we recommend that shareholders vote in favor of his re-election. Let me cross to Wayne to address the meeting.

Wayne Osborn
Non-Executive Director and Chair of the Remuneration Committee, South32

Thank you, Karen, and good afternoon, everyone. It has been a privilege to serve on the Board of South32 since it became a listed entity and to help shape the company's early development. I'm seeking your support for re-election, so I continue serving in the interests of South32 shareholders. During my career, I've accumulated substantial experience in the mining, resources and manufacturing industries, which I bring to the South32 Board. I also offer valuable skills in business strategy, capital projects, remuneration, health and safety, and risk management. I'm also currently serving as the Chair of our Remuneration Committee and believe I am making a valuable contribution in this role. Earlier this month, I retired as a Non-Executive Director of Wesfarmers. Previously, I was also a director of Alinta Energy Limited until April 2017 and managing director of Alcoa of Australia until 2008.

My achievements were also recognized by the Australian Institute of Company Directors in 2018, who presented me with an Excellence Award. It's been an honor to serve on the Board of South32 since 2015, and I hope to continue that work with your support today. I will now hand back to our Chair.

Karen Wood
Chair, South32

Many thanks, Wayne. We don't have any questions that were lodged in advance on this item, but Hayley, do you have any questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have no questions at this time.

Karen Wood
Chair, South32

Thank you. I'll ask you now to enter your vote for Resolution 2(a), and we will put the summary of proxies received on the screen. Thank you. I'll now move to Resolution 2(b), which is the re-election of Keith Rumble. Like Wayne, Keith has been a Non-Executive Director since the formation of South32. His contribution as Chair of the Sustainability Committee is highly regarded by the Board, and he contributes a valuable combination of skills and knowledge of the mining industry. Following the review of Keith's performance, the Board recommends that shareholders vote in favor of his re-election. While Keith is seeking re-election at today's meeting, he has indicated that if elected, he does not intend to seek re-election at the expiration of this term. Let me now ask Keith to address the meeting. Keith.

Keith Rumble
Non-Executive Director and Chair of the Sustainability Committee, South32

Thank you, Karen, and good afternoon, everyone. I'm seeking your support for re-election so I can continue serving the interests of South32 shareholders. It has been an honor to serve on the Board of South32 since it became a listed entity in 2015. I have a Master of Science degree in geology from Rhodes University and have completed an executive development program at Stanford University in California. My experience in the mining industry spans more than 40 years and comprises three distinct chapters. The first chapter in my career, which lasted 22 years, was in the Iron and Titanium business unit of Rio Tinto, where the main challenges were the development and operation of complex metallurgical smelting processes. I commenced work as a young metallurgical engineer, eventually reaching the position of President and Chief Executive of Rio Tinto Iron and Titanium.

Whereas the titanium industry was less about mining and more about complex extractive metallurgy, my second chapter was in the platinum industry as Chief Executive of Impala Platinum. This assignment was more about the mining challenges in deep-level, narrow reef, hard rock mining during an era of immense political change in the country. My biggest success during this period was inculcating a safe work culture in an industry that had previously taken workplace injuries and fatalities for granted. We achieved a step change reduction in workplace injuries as well as impressive production growth during my tenure. My last full-time assignment in the mining industry was as Chief Executive of Sun Mining, which included representing a high-net-worth family as principal investor in mining assets and private equity funds in jurisdictions such as Russia, Kazakhstan, India, and other emerging markets. During my career, I have acquired substantial experience in the resources industry.

In addition to bringing this mining and leadership experience to the South32 Board, I also offer valuable skills in business strategy, marketing, capital projects, health and safety, the environment and climate change. I currently serve as Chair of our Sustainability Committee, where I contribute my knowledge of workplace health and safety, environment and climate change matters. I am currently a trustee of the WWF South Africa in South Africa and an Honorary Life Governor of the Rhodes University Board of Governors. I and my fellow directors are satisfied that these appointments do not impact on my ability to meet my commitments to the South32 Board. As Karen mentioned, while I am seeking re-election at today's meeting, I do not intend to seek re-election at the end of my next 3-year term.

It has been an honor to serve on the South32 Board over the past 6 years, and I hope to continue to work with your support today. I will now hand back to our Chair.

Karen Wood
Chair, South32

Many thanks, Keith. We don't have any questions that have been received in advance for this item of business, but Hayley, do you have any questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received no questions on this item.

Karen Wood
Chair, South32

Thank you. I will ask you, if you would please, to enter your vote for Resolution 2(b) , and again, we'll put the summary of proxies received on the screen. Thank you, and congratulations, Wayne and Keith. We're delighted to have your service for a further period. I'll now move to Item 3 of the agenda, which refers to the adoption of the remuneration report for the year ended 30 June. That report can be found on pages 68 - 93 of the annual report. Under the Corporations Act, listed companies are required to provide a remuneration report, and while the vote for the report is advisory only, the Board does value the input from shareholders and will take the outcome of this vote into account when determining the company's approach.

The Board is committed to a remuneration philosophy and framework that supports the implementation and achievement of our strategy and business objectives. Our approach to remuneration is designed to incentivize and reward our executives while ensuring that reward outcomes reflect overall business performance and the shareholder experience. We believe that actual payout comes for the Chief Executive since demerger are testament to this alignment. Our business scorecard guides short-term incentives for executives. Last year, we delivered a strong operational result, including record production at three operations. Our teams showed incredible resilience to the impact of COVID-19 that I've referred to earlier. We also significantly reshaped our portfolio with the divestments of South Africa Energy Coal and the TEMCO Manganese Alloy Smelter. The strength of our performance has been recognized in our business scorecard outcome for the 2021 financial year of 101%.

Notwithstanding that strong business result, the Board exercised its discretion to apply a negative business modifier to reduce outcomes by 20% for the Chief Executive and for the Chief Operating Officer of the African operations as a result of the fatality that both Graham and I spoke about earlier at the South Africa Energy Coal business. As a result, Graham received a short-term incentive outcome of 81% of target or 54% of the maximum available under the plan. The long-term incentive is the component of executive remuneration most closely linked to the shareholder experience. It rewards executives for delivering shareholder returns that exceed peer benchmarks. Although our total shareholder return over the 4-year performance period was 31%, this fell short of the threshold required for vesting, and all of the 2018 financial year long-term incentive awards lapsed.

We're satisfied that our remuneration framework has enabled us to find the right balance between appropriate remuneration outcomes and incentivizing our executives, while also reflecting overall business performance and shareholder experience. However, we also believe that we need to continuously review that framework to ensure it remains fit for purpose. As a result of our recent review, overseen by Wayne Osborn as Chair of the Remuneration Committee and the input we sought from shareholders, we've made three changes to the long-term incentive plan. First, we've reduced by 33% the face value of awards for all executive key management personnel. Second, we've introduced two strategic measures of 10% each. One on performance of our climate change commitments, as I mentioned earlier, and the other on the composition of our portfolio.

As a result, we've increased the weighting of the financial measures in the short-term incentive to achieve an appropriate balance of measures across both elements of variable pay. Finally, we've moved from an index, I'm sorry, to a constituent group of companies for the global mining comparator group. This better aligns to market practice. No adjustments have been made to fixed remuneration or target short-term incentives. We have not received any questions in advance of the meeting on this item. Hayley, do you have any questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received a text question from the Australian Shareholders' Association, who asks, "On remuneration, the ASA is very pleased to see the multiple of Graham Kerr's LTI maximum reduced to 2x fixed pay. Although sad for Graham after what we acknowledge to have been very tough circumstances for management. We would like to see the directors' travel allowance eliminated during 2022 to reflect our concerns about its nature.

Karen Wood
Chair, South32

Thanks, John, and of course, the association for the question. Thank you particularly for the comments about the performance of the company and particularly Graham's leadership through this very difficult period. I'm afraid travel allowances for Non-Executive Directors is one of those subjects that we need to agree to disagree on. I know we've had a number of discussions about this over the years, and you will know, of course, that we have recently reduced the amount of money paid for travel allowances and in fact limited the occasions on which travel allowances are payable. As a Board, we do feel very strongly that we need to impose on our directors a significant amount of time to attend our operations beyond attending Board meetings. Operations that really are the heart and soul of what we do.

We don't believe that we can do our jobs effectively without spending a considerable amount of time with our people on the ground to better understand, as I said in my opening remarks, the challenges they're confronting, but also to understand some of the challenges that face the communities in which we are operating. For that reason, we do think this is a very important part of our remuneration structure. I should, of course, say it's all moot, isn't it, at the moment because nobody's done any traveling for the last 18 months. We do appreciate your point of view. Thank you. Hayley, any other questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. There are no further questions on this item.

Karen Wood
Chair, South32

Thank you. Let's move, if we can please, to entering your vote on Resolution 3. We do have some voting restrictions that apply to this resolution and of course, they're set out in the notice of meeting. Again, we'll put the summary of proxies for the resolution on the screen. Thank you. I'll now move to Item 4 of the agenda, which is the grant of awards to the Executive Director or our Chief Executive, Graham. While we intend to source the shares that will be allocated to Graham if his award vests from the market, the Board is seeking shareholder approval in the interests of transparency and good corporate governance, and to preserve flexibility to issue shares if that is considered more appropriate at the time of vesting.

The rights we're talking about relate to Graham's long-term incentives for the 2022 financial year and the deferred equity component of his short-term incentive award for the 2021 financial year. As I mentioned earlier, we have made changes to the long-term incentive for the 2022 financial year. We've reduced the quantum of the award for Graham from 300% of his fixed remuneration to 200%. As I said earlier, a reduction of 33%. We've also adjusted the vesting conditions with the addition of the two strategic measures on climate change and portfolio that I've spoken about. Performance on each will be assessed by the Board at the end of the 4-year performance period in June 2025.

We believe that decarbonizing our operations and reshaping our portfolio are imperative to our long-term sustainability and to our success. For this reason, we feel strongly that they should be reflected in our reward framework. The remaining 80% of the long-term incentive will continue to be assessed using relative total shareholder return over a 4-year performance period. These changes mean that 53.3% of the long-term incentive outcome will be determined by how our total shareholder return compares against the constituents of the IHS Markit Global Mining Index as at 1 July 2021. 26.7% of the long-term incentive outcome will be determined by how our total shareholder return compares against the Morgan Stanley Capital International World Index. These are the same comparator groups against which we've measured our performance for our long-term plan since it was introduced.

We don't have any questions, lodged in advance of the meeting on this item, but Hayley, do you have any questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received no questions on this item.

Karen Wood
Chair, South32

Thank you. I'll then ask you to enter your vote on Resolution 4. Again, there are voting restrictions that apply to this resolution and are set out in the notice of meeting. Once again, we'll put the summary of proxies on the screen. Thank you. I'll now move to Resolution 5, which is the approval of leaving entitlements. The Corporations Act restricts leaving benefits that can be given without shareholder approval. The Board is again seeking approval of the existing obligations to our relevant executives to which they are contractually entitled. This includes the executive key management personnel and directors of subsidiaries of South32. If shareholders approve this resolution, the Board will have the flexibility to tailor the termination arrangements for relevant executives within certain parameters, having regard to the circumstances for cessation of employment.

It will also allow the company to be competitive in its remuneration practices and to attract and retain the best people from around the world. Approval is being sought to pay additional termination benefits to relevant executives up to a maximum of 12 months' salary. To pay any death and disablement benefits under contractual obligations. To pay other amounts due under the laws, regulations, and practice of the jurisdiction in which the relevant executive is employed. And finally, to accommodate the full range of leaver treatments provided for under the terms of the incentive awards. Shareholders are not being asked to approve an increase or changes to existing remuneration arrangements for relevant executives. If granted, the approval will be effective for a 3-year period or until the 2024 Annual General Meeting. We haven't received any questions on this item, but Hayley, do you have any questions?

Hayley Cardy
Group Manager Communications, South32

Chair, we have received an audio question from John Campbell at the Australian Shareholders' Association. John, please go ahead.

John Campbell
Representative, Australian Shareholders' Association

Chair, our objection to this resolution is based on the fact that we think that the statutory maximum should be adhered to, except in limited circumstances where we would be very happy to support, I'm sure, a situation where an executive was entitled to an award greater than the statutory maximum, but would be otherwise barred from having it. We'd be happy to support resolutions to approve termination payments in excess of the statutory maximum in the event that they were justified. We don't want to give the Board blanket approval to pay in excess of what the law believes to be enough just on whatever terms you believe fit.

We think that the discipline of having to go to shareholders should be adhered to. That is why we object to the resolution. We'll vote proxies against.

Karen Wood
Chair, South32

Thanks, John. Appreciate your question, and we certainly understand that the association does have concerns with resolutions of this kind. Of course, not just with South32, but others. I think it's important to make the point that what the Board decides in these circumstances is transparent, and will be the subject of review and perhaps critical review, if shareholders felt that was necessary. The Board would clearly be held to account if it were to exceed what you would expect to be a reasonable approach in these circumstances. I think our record on these things is very strong, and so I don't have any concerns that we would, in any way, act outside the boundaries of what your association or other shareholders, for that matter, felt would be reasonable.

In this particular case, we are of course seeking approval to pay for the awards under the short and long-term incentive plans that have vested. That's an important qualification. There are two other matters that we think are very important. We do operate in multiple jurisdictions around the world, and in some of those places, regulation on termination might differ from the rules that guide us in Australia. We need to have the capacity to apply those different regulatory obligations. Secondly, we do think it's very important that we offer our executives a policy that covers them for death and disablement. Now, in Australia, we are able to insure for that. In some parts of the world, we need to self-insure, and that then flows through as part of a termination benefit.

We feel we need the flexibility to meet our contractual obligations on that front. While I say I do appreciate your concern and your question, I hope you'll have some confidence that this matter is dealt with very prudently, as you would expect from the Board. Thank you. Hayley, any other questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. There are no further questions on this item.

Karen Wood
Chair, South32

Thank you. I'll ask you, shareholders and proxy holders to enter your vote on Resolution 5, and once again, we'll put the summary of proxies on the screen. I'll now move to the two final resolutions under Item 6. These are the two resolutions requisitioned by a group of our shareholders. That group represents a holding of approximately 0.007% of shares on issue, and has been sponsored by the Australasian Centre for Corporate Responsibility. Resolution 6(a) proposes an amendment to the South32 constitution to enable shareholders to put advisory resolutions at general meetings. Advisory resolutions are not binding, but instead express an opinion or request information. Resolution 6(b) is an advisory resolution that will only be valid if Resolution 6(a) is passed by shareholders.

Members of the management team have had a number of very constructive discussions with the Australasian Centre for Corporate Responsibility. What we both share is a commitment to address the causes of climate change. In South32's case, we have committed to net zero target by 2050, and we've set a medium-term target that I spoke about earlier. As you would expect, the Board gave these resolutions very careful consideration before deciding whether to support them. As Resolution 6(a) proposes an amendment to South32's constitution, it is a special resolution. That means it must be passed by at least 75% of votes cast by shareholders entitled to vote on the resolution. As owners of our company, shareholders are, of course, entitled to seek changes to the constitution.

In this case, your Board doesn't consider those changes that allow advisory resolutions to be in the best interests of shareholders as a whole. It's for that reason that we've recommended shareholders vote against Resolution 6(a). You can find our detailed reasons in the notice of meeting on pages 16 and 17. Resolution 6(b) proposes an advisory resolution, and as I said, will only be valid if the constitutional amendment in Resolution 6(a) is passed. Under Resolution 6(b), shareholders request that South32 strengthen its review of industry associations to ensure it identifies areas of consistency with the Paris Agreement and to suspend its membership of industry associations with advocacy that is inconsistent with the goals of that agreement for a period determined by the Board.

While the Board doesn't support amending our constitution as proposed in Resolution 6(a), we do believe that the substance of Resolution 6(b) is aligned with our existing practice. For this reason, we recommend that shareholders vote in favor of Resolution 6(b). Again, we have provided detailed reasons that are set out on pages 17 and 18 of the notice. I'll shortly ask Dan Gocher from the Australasian Centre for Corporate Responsibility to address the meeting. Before doing so, I should report that your Board has announced that we will include a say on climate in the form of a non-binding resolution at our Annual General Meeting next year. We think this will be an important opportunity for our shareholders to consider how we are approaching this critical issue. Let me now cross to Dan.

Dan Gocher
Director of Climate and Environment, Australasian Centre for Corporate Responsibility

Good afternoon. My name is Dan Gocher, and I'm the Director of Climate and Environment at the Australasian Centre for Corporate Responsibility, or ACCR. Thank you for the opportunity to speak today, and I'd like to commend the Board for endorsing our shareholder resolution. ACCR has engaged with South32 for several years on the issues of decarbonization and the influence of its industry associations on climate and energy policy. Earlier in his tenure, our CEO, Graham Kerr, spoke publicly on the need for the mining industry to take the lead on climate change. South32 has recently updated its medium-term target to reduce its operational emissions by 50% by 2035, which is relatively ambitious compared to its peers.

However, South32's relative progress on climate is tarnished by the advocacy of its industry associations on climate and energy policy, particularly the New South Wales Minerals Council and the Queensland Resources Council. Throughout the COVID-19 pandemic, both the New South Wales Minerals Council and the Queensland Resources Council have sought to exploit the economic recovery by advocating for multiple new and expanded coal and gas projects. This is despite both the Intergovernmental Panel on Climate Change and the International Energy Agency concluding that we simply do not have the carbon budget left for any new or expanded fossil fuel projects if we are to limit global warming to 1.5 degrees. The New South Wales Minerals Council and the Queensland Resources Council have also previously advocated for extending the life of coal-fired power stations and opposed policies that promote renewable energy.

South32's position on climate change is increasingly at odds with those of its industry associations. If South32 elects to remain a member of these groups, it must make clear when it disagrees with their advocacy. It must also disclose how it intends to improve the advocacy of those groups and if that includes seeking Board or committee representation. If those groups fail to improve, our company must consider suspending its membership. South32 is widely seen as an industry leader on a broad range of issues. ACCR encourages South32 to lead on climate change by calling on the federal government to adopt more ambitious emissions reduction targets to 2030 and calling on its industry associations to do the same. Thank you.

Karen Wood
Chair, South32

Many thanks, Dan. We do appreciate your comments and your participation. Let me now invite questions on Resolution 6(a) and 6(b). I will conduct the vote on those resolutions separately, but if you would, I'm happy to take questions on both now. Hayley.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have received a text question from the Australasian Centre for Corporate Responsibility, and the question is: Throughout 2020, both the New South Wales Minerals Council and the Queensland Resources Council advocated for multiple new thermal coal mines and coal seam gas basins in order to aid the economic recovery from the pandemic. Did South32 object to this advocacy?

Karen Wood
Chair, South32

Thanks, Hayley. I will ask Graham just to comment in relation to both of those specific organizations. Before I do that, I just wanna make a couple of remarks about this, although I did cover this in my opening remarks at the meeting. We have published an approach to industry associations which sets out how we go about thinking about membership, what we would do if an industry association took a position that was at odds with ours. We do conduct a review on an annual basis and then report the outcome of that review. I think it's also important to say that not only do we look at the published policy positions of these organizations, but we also look at what they do and how they go about their work.

Graham, over to you for a comment on the New South Wales Minerals Council and the Queensland Resources Council, if I can.

Graham Kerr
CEO, South32

Yeah, maybe the only two comments I would make, Karen, is you know, you talked a lot about the process, about how we assess, which I think is right, and we did make a couple of comments earlier, how they've been incredibly useful during COVID-19 to protect our people and our communities. The other comment I would make is, look, we're very clear from day one, we said we would not buy, build or expand a thermal coal business. You know, we did talk earlier about Dendrobium Next Domain. We're not looking to add additional tons to the mine life. The mine, we're just looking to extend the life of the mine so it's not new tons out to the marketplace. Obviously we always voice our opinions in those associations about that position and that stance.

We have obviously worked with, you know, the Queensland Resources Council around, you know, some positions that were taken around politics a couple of years ago, and we're a strong advocate against that. Internally, we worked with them to sort of change that position. At the moment, we still think inside the tent we can make change.

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have an additional question from the Australasian Centre for Corporate Responsibility, and the question is: Ahead of COP26 commencing in Glasgow this weekend, does South32 support a more ambitious, nationally determined commitment for Australia to 2030? If so, how has it advocated for that position?

Karen Wood
Chair, South32

Thanks, Hayley, and we certainly appreciate that question. I should say at the outset that South32 welcomes the decision by the federal government to commit to net zero by 2050 ahead of COP26. We think that is a very important signal about the role that Australia has to play. You know, I spoke earlier about the cost of doing nothing, which is clearly immense. South32 works with a number of organizations in relation to government policy on climate. I mean, I think as is well known, all of the states and territories have committed to net zero. When we are working through organizations like the Business Council, for example, what we are looking to try and achieve is collaboration. Collaboration, cooperation, bipartisan support right across the stakeholder community with an interest in addressing this critical issue.

The Business Council recently published its report that we thoroughly endorse. We had input into the work that they conducted, and we think that the approach that they have taken is the right approach. Graham, you might like to add some comments.

Graham Kerr
CEO, South32

Probably not too much to add on that one, Karen. I mean, I think the Business Council of Australia, we have worked closely with in terms of being engaged around their publishing of the policy on their position. We've also, while we're not a member, worked with the Minerals Council of Australia also as they've changed their policy to be more aligned with what the expectation is. I think from our perspective, you know, we've been very clear that there's a long-term target, but we also believe in a midterm target to actually make demonstrable change, which is why we have committed to halving our Scope 1 and Scope 2 emissions by 2035.

Karen Wood
Chair, South32

Thanks, Graham. Hayley, do we have any other questions on Resolution 6(a) and 6(b)?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. There are no further questions on this item.

Karen Wood
Chair, South32

Thank you. As I mentioned earlier, Resolution 6(a) is not supported or endorsed by the Board, and as Chair of the meeting and for the reasons I covered earlier, I will vote all available proxies against Resolution 6(a). The summary of proxies received for this resolution is now on the screen. You'll see from the proxies that we've received just over 93% of votes against Resolution 6(a). Taking that into account, that resolution won't pass, and as a result, Resolution 6(b) is not required to be put to the meeting because as I outlined earlier, it is dependent on Resolution 6(a) being passed. However, as I also mentioned, the Board does support the request contained in Resolution 6(b).

I mentioned just as I was answering one of those earlier questions that we have published our approach to industry associations that you'll find on the website. If you'd like to better understand how we go about this work, I invite you to take a look. While Resolution 6(a) was not passed, you might nevertheless like to see the proxy votes for Resolution 6(b), which we'll put on the screen. As you'll see, shareholders do strongly support the content of Resolution 6(b) as of course does the Board and your company. We've now considered all of the items of business. Before I move to close the meeting, I just wanted to give shareholders an opportunity to ask any other questions that they might have. Hayley, do you have any other questions?

Hayley Cardy
Group Manager Communications, South32

Thank you, Chair. We have no more questions.

Karen Wood
Chair, South32

Thanks, Hayley. If you've not already done so, could I ask you to enter your votes using the Lumi platform? We will leave the poll open for a further 10 minutes to give you plenty of time to do that. In accordance with our usual practice, the results of the poll will be released to the stock exchanges and published on the company's website as soon as possible. It just leaves me then to thank shareholders and guests for your attendance and your participation today. That brings us to the end of our 2021 AGM, and we do appreciate you joining us. We look forward to your continued support in the coming year and sincerely hope that we can be together in person next year. Subject to the finalization of the poll, I now declare the meeting closed. Good afternoon.

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