SGH Limited (ASX:SGH)
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AGM 2022

Nov 17, 2022

Terry Davis
Chairman, Seven Group Holdings

Good morning. I hope you enjoyed the short video of some of the activities of the Group. My name is Terry Davis, Chairman of the Group. Welcome to this annual general meeting for Seven Group Holdings. There is a quorum present, and I'm pleased to declare this meeting open. Now in terms of the agenda, I'll be giving a brief overview of the Board and the Group strategy from the Board's perspective before Ryan Stokes, Managing Director and CEO, takes you through a review of FY 2022, an update on the market conditions for each of our businesses, and finally, a Q1 trading update and FY 2023 guidance. We'll then finish with the official business of the meeting, voting on four re-elections to the Board, adoption of the remuneration report, and two ordinary resolutions.

Let me introduce the members of the Board other than myself and Ryan. On the stage, we're joined by Annabelle Chaplain, Chris Mackay, David McEvoy, Kate Farrar, Rachel Argaman, Richard Uechtritz and War Smith. Now our Board composition is continually assessed, and this process has led to significant renewal over the past few years. By design, we have built and maintained a Board of outstanding capability with diverse professional experience, which we see as essential to guiding strategy and delivering meaningful growth for stakeholders at a diversified holding company such as SGH. The success of this strategy is reflected in our stable and growing dividend history, which has remained uninterrupted for more than 25 years.

As part of this renewal, we appointed Rachel t o the Board in February, and she brings with her a wealth of experience in C-suite roles across the rental, healthcare and hospitality sectors, and has already proven to be a valuable member of the SGH Board. Her appointment also takes SGH Board composition to 33% female. I'd like to take the opportunity to sincerely thank our prior Chairman, Kerry Stokes, who is here today, for his counsel over the year and his continued support of the direction of the company. In my first year as Chairman, I'd like to give special thanks to my other Board colleagues for their support and the many hours of considered participation in the refinement of our Group strategy.

It's this strategy that gives the Board confidence in the outlook for the Group, and I'd like to spend a moment stepping you through it at a high level before asking Ryan to address you. From the Board's perspective, the strategy is simple. We invest in businesses that are, have underlying sector momentum in market-leading positions with competitive advantages where we believe the Group can add value. In terms of sector momentum, we have identified three key target exposures for the business. The first being mining production through WesTrac, infrastructure through Coates and Boral, and energy through Beach and SGH Energy. The underlying momentum in these sectors strengthen the outlook for each business while also providing some cyclical resilience. Our focus on market-leading positions is equally important. Market leadership not only gives greater flexibility to set strategic direction, it also provides a level of pricing power.

That pricing power is absolutely critical to execute on our value over volume discipline, which has generated success at Coates and we expect will deliver the same for Boral. It's also a powerful tool to manage inflationary pressures, which played a large part in the Group's ability to deliver such strong results in FY 2022. In terms of competitive advantages or what makes each of the businesses attractive compared to their peers, firstly, for WesTrac, it's their long-standing relationship with Caterpillar to distribute their machines, parts and market-leading technology in WA and New South Wales. This is an investment almost impossible to replicate outside of WesTrac. For Coates, their $1.8 billion equipment rental fleet, the largest in Australia, provides an economic moat and one that is deepening as inflation increases the equipment purchase cost from any of our competitors.

Coates also has economies of scale, not easily replicated with the largest footprint of any hire business in the country. Boral, as you know, is an industry stalwart of 76 years and among many other advantages, their rail-connected quarry position across Eastern Australia is an almost irrevocable differentiator. The core purpose of the Group has been defined as recognizing and serving exceptional businesses. While SGH performance over a particular year is important, it's not what totally drives us. We are focused on long-term value creation, which sometimes requires foregoing immediate profits in return for sustainable long-term growth. It's this purpose and investment horizon that led us to take a 70% stake in Boral, where we recognize underlying value despite years of underperformance, a clear example of where we can add value investment hurdle reached.

The best way we can now serve Boral and SGH stakeholders is to ensure the business delivers exceptional results, which should be accelerated by the new leadership team introduced in October. These core investment criteria have delivered significant growth over the last decade and will continue to guide our future investments to ensure we keep on delivering for our shareholders for decades to come. Finally, on behalf of the Board, I'd like to thank all their shareholders for their continued support of our organization. I'll now hand over to Ryan Stokes, Managing Director and CEO, who will take you through a brief summary of FY 2022 before giving you each an update on each of our businesses and the opportunities ahead. Thank you.

Ryan Stokes
Managing Director and CEO, Seven Group Holdings

Thank you, Terry. Let me extend my welcome to you. Firstly, let me recap on the year. SGH delivered a strong result in FY 2022, with solid performances from our businesses reflecting the quality of the portfolio. In terms of key financial metrics, trading revenue of $8 billion was up 66% year-on-year, buoyed by strong customer demand and the consolidation of Boral. The Group delivered profit growth with underlying EBITDA of $1.5 billion, up 39%, and underlying EBIT of $987 million, up 25% or 8.3% on a pro forma basis. The underlying net PAT from continuing operations was $577 million, up 14%, while statutory net PAT of $607 million was down 4% impacted by one-off items.

In line with our approach of stable and growing dividends over time, we retained the final dividend at $0.23 per share, bringing the full year dividends to $0.46 per share, fully franked. Looking ahead, the opportunities presented through our exposure to key sector thematics underpin the Group's positive outlook. WesTrac FY 2022 revenue and EBIT was up 4% and 6% respectively on strong customer activity across both WA and New South Wales. The substantial installed base of CAT equipment continued to deliver growth in support sales. Coates' revenue and EBIT was up 7% and 16% respectively, with increasing levels of customer activity across all geographies as infrastructure projects progress. Boral's revenue was up 1% on increased customer activity despite COVID-related industry shutdowns and weather disruptions. Underlying pro forma EBIT was down 32% on these same factors, coupled with unmitigated energy price exposure.

The Group's equity accounted investment delivered strong results, with Beach earnings up 50% year-on-year on commodity price strength, and Seven West up 40%, led by growth in television revenue and digital earnings. SGH remains in a strong financial position with FY 2022 net debt to EBITDA on an adjusted basis at 2.8x . Though that position is comfortably supported by operating cash flows, our desire is to see leverage reduced to 2.5x over time. Since the completion of the Boral transaction, we've repaid more than $3 billion in debt and retired the bridge finance facility that was used for the transaction. The Group's disciplined approach to capital management has seen us execute multiple financing actions in the recent months that have both enhanced the Group's financial position and demonstrated the confidence our lenders have in the business.

After refinancing the SFA tranche B in September, we successfully issued a $250 million exchangeable bond over Boral, effectively refinancing the majority of the Group's existing convertible bond at attractive funding rates. The nature of the exchangeable bond transaction also enabled the Group to increase its ownership in Boral to 72.6%. The Group's average duration of drawn debt is five years, with 50% at fixed interest supporting a resilient balance sheet. Turning to how the Group has positioned itself relative to inflation. SGH delivered margin expansion across the majority of the portfolio in FY 2022, despite growing inflationary pressures. This was achieved through a combination of strategic direction, operating discipline, and inherent inflation protection. The market-leading positions of WesTrac, Coates, and Boral support better pricing power, backed by our focus on operating discipline and providing customers with leading solutions.

The extensive asset bases of the businesses, particularly Coates and Boral, also provide an advantage in an inflationary environment. The Group intends to avoid or tends to avoid long-term fixed price contracts. The businesses operate in positions further up the value chain in sectors where customer activity is less susceptible to demand changes from inflation. Finally, Beach is a direct beneficiary of energy price inflation, both through spot price exposure on liquid sales and increasing levels of uncontracted and repricing gas volumes. Over the last year, we have progressed our ESG and emission targets, the detail of which is available in our sustainability report. We remain focused on our 2025 and 2030 emission reduction targets of 30% and 50% respectively at our wholly owned and operated businesses.

Outside these plans, it is worth reflecting on the role that our business plays in supporting our customers' ESG initiatives and the opportunity for SGH in an increasingly sustainability-conscious operating environment. At WesTrac, there are material sustainability outcomes associated with customers extending fleet lives through rebuilds, which have been up to 61% lower embodied emissions than a new build. Parts are also analyzed and reused in this process where possible. CAT's technology leadership also represents a sustainability opportunity for our customers. With CAT's automation technology shown to reduce emissions by 11% over manned equipment. At Coates, the equipment hire business is circular by nature and allows our customers to participate in a circular economy. Renting gives customers the opportunity to increase the utility of equipment, reducing the net draw on raw materials compared to a new purchase.

Coates has also launched its Greener Choices range, giving our customers access to equipment with lower emissions and improved efficiency. This is increasingly important to customers. At Boral, FY 2022 saw material progress towards the strategic goal of market leadership in sustainable construction materials, with lower carbon concrete sales lifting 135% and making up 19% of total volumes sold by the end of June. Boral recycling operations also process more than 2.2 million tons of construction and demolition waste for reuse. At Beach, the business is well positioned to sell gas into a tightening domestic and international markets, which is increasingly important to support growing renewables generation in power grids. They are also constructing one of the world's largest carbon capture and storage projects at Moomba. Turning to WesTrac.

Demand for our mining products and services is expected to remain strong through the decade supporting customer activity. The business is also positioned for exposure to future facing metals that will underpin the energy transition where demand and production is accelerating. Customer activity requires elevated levels of working capital to support customers and capture the opportunity. We continue to see our customers extending fleet lives through rebuilds, reinforcing the support opportunity. It is worth noting that since FY 2020 we have seen a compound average growth rate of 9% for support sales. The fleet life extension is tied to the eventual evolution to electrification of mining fleets. The life extension enables customers to consider what fleet technologies are likely to emerge as the most viable before making their fleet investment decisions.

Against that backdrop, Caterpillar's material investment in autonomy and energy transition R&D will ensure we continue providing market-leading solutions for our customers. We see the electrification requirement presenting opportunities for WesTrac, and we are well-positioned to benefit from CAT's partnership with global mining leaders on zero emission solutions. The economic environment remains robust for Coates, with long-mooted infrastructure pipeline in execution and over $1.1 trillion in infrastructure and construction investment expected from 2021 to 2025. Customer activity remains strong with the momentum we had in FY 2022 continuing to steadily increase into this year. This is supporting an encouraging outlook for Coates with operating leverage and asset utilization increasing. The Coates fleet of $1.8 billion assets at original cost is continually reviewed for composition and suitability. As part of this process, we anticipate fleet expansion over the next 12 months-18 months.

It is expected that through FY 2023, we can expand the fleet to just under $1.9 billion through disciplined fleet investment and management of disposals. Coates is also driving operational improvement through strategic technology investment in fleet management, transport, and asset utilization to improve the efficiency of the business and its ability to serve customers. The revenue growth of Boral in FY 2022 is a strong indicator of the momentum in the sector and the underlying quality of the business. We see both these factors increasing, giving us confidence in the outlook for Boral. Elevated customer activity has supported the strong pricing action of Boral implemented early in FY 2023 to offset input costs and secure better value for its construction material products. We are pleased to see these pricing actions have improved traction.

Boral's competitive strength stems from the quality of our vertically integrated infrastructure assets, along with the extensive network and first-class frontline workforce. With a view to strengthening that advantage, the business will focus on disciplined investment to support and strengthen the quality of these assets. The Group is also progressing its long-term strategy to unlock the intrinsic value of Boral's surplus land portfolio. Boral's new CEO and MD, Vik Bansal, commenced in October and has proven experience leading organizations and building high-performing businesses and cultures. He has outlined his FY 2023 focus on value creation through customer proximity, simplification, and standardization of processes, delivering a more streamlined and profitable and resilient Boral. We remain confident that Boral has the potential to deliver low-teens EBIT margins and mid-teens return on capital employed, representing an attractive return on capital for the Group.

SGH Energy is currently running a divestment process for the Crux asset, which has achieved FID and is expected to commence production in 2026. The Group remains confident in the underlying value of the project, whether divested or taken to production by SGH. At Beach, the business's core projects are progressing, which will enable significant production uplift and LNG market exposure by FY 2024. The business is also in a net cash position with robust cash flows. The recent bid for Warrego would increase Beach's exposure to the strategically significant Perth Basin. At Seven West, they have executed a transformation program, delivering financial turnaround, restored balance sheet, improved market share, the largest regional reach through the Prime acquisition, and substantial growth in digital earnings.

They've carried momentum into FY 2023, expanding their digital reach and content through a deal with NBCUniversal and securing the AFL broadcast and digital rights until 2031. Supported by our momentum in our sectors, the Group's operating businesses have delivered strong performance through the first quarter of FY 2023. At WesTrac, strength in mining and construction activity, supported by our continued investment in working capital, gives us confidence of low-teens underlying EBIT growth for FY 2023. At Coates, momentum is reinforcing customer activity and strength in key operating metrics like time utilization. With growth across all operating regions, we believe the business will deliver low-teens underlying EBIT growth in FY 2023. At Boral, we continue to expect improved price realization and higher sales volume to drive stronger revenue in FY 2023. At Beach, production guidance remains unchanged.

At Seven West, the business has maintained its number one total TV share through the first quarter and expects to increase total TV share in Q2 against a relatively flat market. At a Group level, the strength of our industrial businesses over the first quarter supports our existing guidance level of high single digit to low double digit underlying EBIT growth in FY 2023. Finally, I'd like to conclude by highlighting the strength of the SGH portfolio, forged through strict investment in operating discipline and a relentless pursuit of performance. Over the past 12 months, the team has effectively managed a complex externalities, delivering a strong FY 2022 result and positioning the business to capitalize on momentum in FY 2023 and beyond.

I wanna thank the SGH and business leadership teams for their effort toward this outcome, as well as the 14,000 employees that make up the broader SGH organization. I'd also like to thank you, our shareholders, for your continued support of the Group. Thank you.

Terry Davis
Chairman, Seven Group Holdings

Thanks, Ryan. An excellent coverage of the business operations for 2022. We will now attend to the business of today's meeting. The notice convening the meeting has been in your hands for some time, so I'll take the notice as read unless there's an objection. If, as a holder of ordinary shares or a proxy or authorized representative, you'd like to ask questions or address the meeting, I will take those questions during the course of the meeting which will relate to the resolution being put. Questions relating to general business will be taken at the end of the meeting. I ask that you direct all questions to me, and please wait for a microphone before you speak. Show the red or yellow card you were given when you were registered and give your name.

Before each resolution is put to the meeting, we will display on the screen the count of proxies as directed on the proxy form. As Chairman, I propose to cast all available undirected proxies in favor of each resolution. As you will see from the screen displays, a significant number of our shareholders vote by proxy. Accordingly, in my capacity as Chairman and in accordance with the constitution, I demand that a poll be taken on items 2 through to 8. These items will be put to a poll at the end of the meeting. The first item of business is to lay before the financial statements and the reports of the Directors and auditors for the year ending 30th of June 2022.

There is no requirement for a formal resolution on this item, so this item is excluded from the proxy form and will not be voted on. Are there any questions on the annual accounts for the year under review? Okay, I'll move on. Are there any questions for the company's auditors of the company's financial statements for the year ending 30th of June, 2022? Again, I ask that you direct questions through me. Thank you. The next four items of business relate to the election and re-election of Directors. No nominations were received from other persons, so the first Director standing for election is Rachel Argaman. Where's Rachel?

Rachel Argaman
Independent Non-Executive Director, Seven Group Holdings

Over here.

Terry Davis
Chairman, Seven Group Holdings

Sorry, Rachel, who having been appointed as a Director since the last AGM, retires and being eligible, offers herself for re-election. Ms. Argaman brings a wealth of operational experience and proven leadership skills and capability across a number of sectors. She is currently the Chief Executive Officer of Opal HealthCare, Australia's largest private residential aged care provider. Prior to this, she held executive roles at TFE Hotels, Charter Training Group, and Imperial Car Rental. As the Chief Executive Officer of Opal HealthCare, Ms. Argaman has worked to create a customer and purpose-led organizational culture that focuses on the delivery of strong social and commercial outcomes. She has also led the business through the response to COVID-19 pandemic and the Royal Commission into Aged Care Quality and Safety. Ms. Argaman has already provided significant contributions to the Group's objective of long-term sustainable value creation since commencing in February, with a keen focus on our customers, and if elected, I'm sure she will continue to do so. Ms. Argaman is a member of the Remuneration and Nomination Committee and a member of the Independent & Related Party Committee. Are there any questions on this matter?

Ian Graves
Company Representative, Australian Shareholders' Association

I'm Ian Graves from the Australian Shareholders' Association.

Terry Davis
Chairman, Seven Group Holdings

Welcome, Ian.

Ian Graves
Company Representative, Australian Shareholders' Association

Chairman, we support Ms. Argaman's appointment, but we do have one question we'd like to ask her regarding the time available from her role as Chief Executive Officer of Opal Health, and that can she assure the meeting that she will be able to give sufficient time to her duties with Seven Group?

Rachel Argaman
Independent Non-Executive Director, Seven Group Holdings

Thank you very much for the question. It's a very relevant question, and I'm pleased to answer it. I think firstly, just from an advantages point of view as an operating CEO, I bring very close insights into current issues, ESG, cybersecurity, staffing challenges, skill shortages, all of those kind of things. I am now 4.5 years into a five-year transformational strategy at Opal. When I joined, I gave up all my Board Directorships, and I only took on this role when I felt comfortable that we were in a position that we were on track, where I could accommodate the time, required for Seven Group Holdings.

Ian Graves
Company Representative, Australian Shareholders' Association

Can I have a redirect, Mr. Chairman?

Terry Davis
Chairman, Seven Group Holdings

Absolutely.

Ian Graves
Company Representative, Australian Shareholders' Association

What I was interested in also, can you give assurance to the meeting how long it will be before you will cease your duties with Opal?

Rachel Argaman
Independent Non-Executive Director, Seven Group Holdings

Yes, certainly. I can share that. I have a contract.

Ian Graves
Company Representative, Australian Shareholders' Association

If you wish to.

Rachel Argaman
Independent Non-Executive Director, Seven Group Holdings

Yes. I'm happy to share it. I have a contract which ends in the middle of 2025 with Opal.

Ian Graves
Company Representative, Australian Shareholders' Association

Thank you very much. Thank you, Chair.

Terry Davis
Chairman, Seven Group Holdings

Thank you. Any more questions? A poll will be taken on this resolution at the end of the meeting. The second Director standing for re-election is Annabelle Chaplain, who retires by rotation and being eligible, offers herself for re-election. Ms. Chaplain's special responsibilities include the Chairmanship of the Audit and Risk Committee and membership of the Remuneration and Nomination Committee and the Independent & Related Party Committee. Ms. Chaplain possesses extensive professional experience on Audit and Risk Committees of substantial Australian listed companies, and her career includes senior roles in investment banking, in financial services, mining, engineering, and major infrastructure services companies. Her experience is particularly relevant to the industries in which the Group operates and holds investments. Are there any questions on this matter? Well done, [audio distortion]. The proxies will be lodged on the screen. Thank you.

A poll will be taken on the resolution at the end of the meeting. Now, as item four relates to shareholder consideration and my re-election to the Board, I'll now hand over to War Smith. Thank you.

War Smith
Non-Executive Director, Seven Group Holdings

Thank you, Terry, and good morning. The third Director standing for re-election this morning is Terry Davis, who retires by rotation and, being eligible, offers himself for re-election. Mr. Davis brings a deep knowledge of corporate management and commercial matters to this position as Chairman. Having served on the Board since 2010, Mr. Davis has acquired valuable insights into the company and the diverse industries in which it operates. His proposed re-election provides continuity to the Board and its committees, particularly through his role as Chairman and as a member of the Remuneration and Nomination Committee and the Independent & Related Party Committee. I ask now, are there any questions on this matter? The proxies lodged for this resolution appear on the screen. Any questions? Thank you very much.

A poll will be taken on the resolution at the end of the meeting, and I will now hand back to the Chairman, the continuing Chairman.

Terry Davis
Chairman, Seven Group Holdings

Thank you, Warwick. The fourth Director standing for re-election is Kate Farrar, who retires by rotation and, being eligible, offers herself for re-election. The Board considers Ms. Farrar's skills and experience, particularly in investment analysis, capital management and allocation, and energy sector knowledge and information technology, are all valuable to the company. She is the Chair of the Remuneration and Nomination Committee, member of the Audit and Risk Committee, and member of the Independent & Related Party Committees. Are there any questions on this matter? The proxies lodged for this resolution appear on the screen. Thank you. A poll will be taken on this resolution at the end of the meeting. The sixth item of business is to adopt the remuneration report for the company for the financial year ended 30 June 2022.

Overall, as you know, the Group delivered a very strong set of results for FY 2022, despite difficult operating conditions. Our people worked through the challenge of lockdowns, supply chain and skilled labor shortages to deliver for our customers. Now, their relentless focus, alongside concentrated efforts of the executive management team and the disciplined approach to execution of our strategy, has supported the delivery of performance outcomes in FY 2022. All remuneration decisions with respect to FY 2022 were carefully considered by the Board in the context of the Group's financial and non-financial performance, the current economic and market environment, shareholder interests in the broader community. It's important to note here that for the third successive year, no adjustments were made to FY 2022 short-term incentive targets or long-term incentive vesting outcomes for the impact of COVID-19.

STI outcomes for FY 2022 continue to demonstrate the link between business performance and rewards for KMP executives, with STI outcomes ranging from 0% to 106%, reflecting the differentiated performance across the Group. Boral's STI gateway was not achieved, and consequently, no incentives were accrued. Performance rights granted under the FY 2020 LTI award were tested against the performance hurdle of relative TSR for the period 1st of July 2019 to 30th June 2022 and did not vest as performance was below the vesting threshold. I'd welcome questions on the remuneration report for the year under review.

Ian Graves
Company Representative, Australian Shareholders' Association

Chairman, Ian Graves again.

Terry Davis
Chairman, Seven Group Holdings

Thank you, Ian.

Ian Graves
Company Representative, Australian Shareholders' Association

I have two questions or one question with two parts. ASA has been critical of the remuneration report, as you know, for a number of years for two reasons. One, the long-term incentive plan has only one hurdle, the relative total shareholder return. ASA has always preferred two hurdles, one of which should be total shareholder return. That is meeting the internal objectives set by the Board. The second one is the framework relating to the short-term incentive. We believe that it is overly generous in the short-term in the maximum that is allowable, and it allows for 40% of the remuneration achievable at the maximum STI to be available for distribution.

In view of our ongoing opposition to the current arrangements, will the Board reconsider the existing remuneration approach and consider our representations on this matter?

Terry Davis
Chairman, Seven Group Holdings

Thank you. I think we've actually had this debate.

Ian Graves
Company Representative, Australian Shareholders' Association

Yes.

Terry Davis
Chairman, Seven Group Holdings

Some years.

Ian Graves
Company Representative, Australian Shareholders' Association

Right.

Terry Davis
Chairman, Seven Group Holdings

Let us just refresh. I think these are horses for courses. Philosophically, we'd much prefer to have two measures and earnings per share being the other one. During the COVID year, it was just impossible to look fairly and say, "What is earnings per share? Is it gonna be negative or is it gonna be positive?" The Board took a view that total shareholder return absolutely aligned the executives with the shareholders and in that uncertain period of time. We'll certainly, again, look at two measures for next year because it, philosophically, that's where we'd prefer to be. Now, in terms of the short-term incentive plan, I think you've got to look at this on a company-by-company basis. First of all, if we take our total shareholder return over 10 years, it's 14.2%.

Over five years, it's 12.7%. I wish some of my other shares in my portfolio did as well. There's no example of executive behavior of short-termism, but it has provided the strong STI, which is backed up by key performance indicators for each of the key executives. Yes, it might be on the high side, but I'd far rather have it at risk than have it as fixed. That's the position that we've taken, and I think it's served the company well. Thank you.

Ian Graves
Company Representative, Australian Shareholders' Association

Thank you, Chairman.

Terry Davis
Chairman, Seven Group Holdings

The proxies for resolution appear on the screen. I've been asked to advise you that the vote on this resolution is advisory only and does not bind the Directors of the company. Directors of the company, other key management personnel or their respective closely related parties cannot vote in relation to this item, except as proxy in limited circumstances. Thank you. A poll will be taken on the resolution at the end of the meeting. Now, the next item of business relates to the proposed grant of share rights to the MD and CEO, Mr. Ryan Stokes, under the company's short-term incentive plan. As a result of corporate and individual performance outcomes for FY 2022, the MD and CEO was awarded an incentive under the SGH STI plan, with 50% of the award to be deferred into share rights that vest after another two years.

As the terms of Mr. Ryan Stokes' STI grants require that the securities to satisfy the STI awards be purchased on-market, shareholder approval is not required for the purpose of the ASX Listing Rules. However, in the interest of transparency and good governance, the Board has determined to seek shareholder approval for the grant of deferred share rights to Ryan, representing 50% of his FY 2022 STI award. Are there any questions on this matter? The proxies lodged for the resolution appear on the screen. Thank you. A poll will be taken on the resolution at the end of the meeting. The next item of business is the proposed increase in the limit of aggregate Non-Executive Director fees. The ASX Listing Rules and the company's constitution require shareholders to approve any increase in the total amount of Non-Executive Director remuneration that can be paid each year.

The company is mindful of ensuring that the level of fees the company can offer keeps pace with market conditions, given that contemporary regulatory demands have increased responsibilities placed on Non-Executive Directors and the time committed to their duties. The proposed increase to the aggregate annual remuneration payable to NEDs will provide capacity for the company to appoint other suitably qualified Non-Executive Directors as required, as well as allow for the appointment of new Non-Executive Directors before the retirement of existing Non-Executive Directors. The increase will also ensure that the Board remains comprised of high caliber Directors with a mix of skills and experience to oversee the company's diverse range of operations and investments. Are there any questions on this matter? The proxies lodged for this resolution appear on the screen. As I have directed, a poll will be taken on this resolution at the end of the meeting.

Thank you. Now, before we come to the end of the meeting and take a poll on items 2 through 8, I'd like to open up the meeting for general questions from holders of ordinary shares. Again, please move to the nearest microphone, show your red or yellow card and give your name, please.

Speaker 6

Good morning, Mr. Chairman. My name is [Kevin Day]. I listened very closely to the discussion at the beginning on your approach to ESG, and I got the impression that you were more interested in reducing the Scope 3 emissions of your clients' customers than you were in reducing your own Scope 1 and 2 emissions. Could you just clarify that for me?

Terry Davis
Chairman, Seven Group Holdings

I think we've got equal opportunity for both. Absolutely. We recognize that. Are there any further questions? Thank you. The poll will now be taken on items two through eight. To vote, please use your red card, which you received on registration. Steve Hodkin from our share registry, Boardroom Limited, has been appointed Returning Officer and will conduct the poll after voting is closed. The results of the poll will be announced to the ASX later today. This concludes the business of the meeting. I now declare this meeting closed for all purposes subject to the conduct and conclusion of the poll. We'd really like to thank you for attending the AGM of Seven Group Holdings. Thank you very much. Thank you.

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