Yes. In declaring the meeting open, I note that this is a physical meeting. Shareholders who are unable to attend in person have been advised that they are able to listen to a live broadcast of the AGM and to ask questions online. However, the live broadcast is not a virtual meeting, and shareholders listening to the broadcast are not able to vote in the meeting. Shareholders unable to attend the meeting in person have been advised to lodge proxy votes. I'd like to introduce my fellow directors with me today. I have on my right Nick Myers, who is an independent non-executive director, and on my left I have Todd Warren, who is a non-independent director who is standing for election today. Todd rejoined the board in August 2023, and Nick has been on the board since 2021.
Online we also have Ben Cleary, Portfolio Manager, and a key executive of our Investment Manager, Tribeca Global Natural Resources Limited. We're going to hear from both Ben and Todd shortly. I'd also like to introduce our Company Secretary, Ken Lew. Ken's an executive of Tribeca Global Natural Resources, which provides investment management and administrative services for the company. I'd like to welcome our Auditors, EY, who are represented here today by Jadis Manga, who is the partner in charge of our audit. Shareholders will have an opportunity later in the meeting to ask questions of our auditor in relation to the conduct of the audit, the preparation and contents of the audit report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the.
I'd like to thank the Company's Share Registry Provider, Boardroom, for providing registration services this meeting and welcome Jeff Noonan from Boardroom today. Of course, I'm delighted to welcome all shareholders, those who are attending in person and those who are attending online. As I said, it's clear we have a quorum present, and I will now declare the seventh annual general meeting of Tribeca Global Natural Resources open. The notice of the general meeting was sent to all members on the register as of the 23rd of October 2025, and unless there are any objections, I will take the notice convening this meeting as read. Great. No objections. Thank you. I will record the notice as read. With regard to proxies, our Secretary confirms that proxies have been inspected and all those validly lodged have been accepted.
Details of all valid proxies will be advised before I invite shareholders to vote on each resolution. Please note that I intend to vote any undirected proxies given to the Chair in favor of each resolution. I'm going to conduct the meeting in three parts today. First of all, I will present my report. The Investment Manager, represented by Todd Warren and Ben Cleary, will present their report. We will move to the form of business of the meeting, where we have three matters to deal with, as laid out in the notice of meeting to all shareholders.
We have the consideration of financial statements and reports, and then we have three resolutions: the adoption of the remuneration report, the re-election of Todd Warren as, sorry, the election of Board Endorsed Director Todd Warren as Director of the Company, and the re-election of myself as a Director of the Company. With regards to questions, there will be opportunities for shareholders to ask questions at appropriate times during the meeting, and we'll manage these in two ways. I will provide answers to questions raised by shareholders in writing prior to the meeting, and then I will invite shareholders who are present at the meeting to ask any questions. First of all, we will deal with questions submitted by shareholders who are attending the meeting online, and then I will ask for word for any questions they may have.
Regarding the formal business of the meeting, I would like to advise shareholders that in line with contemporary practice and based on advice we have received, I will not ask for a mover at second of any motion to put to the meeting, nor will I read each motion aloud. I will now proceed with the business of the meeting, but before doing so, I would just remind you that only shareholders or their appointed proxies or corporate representatives who have registered their attendance are entitled to vote or speak at this meeting. On to my address. First of all, investment performance. Over the 12 months to the 30th of June 2025, investment performance measured by changes in post-tax NAV was up 4.5%.
Since the end of the financial year, in the four months to the 31st of October, it is pleasing to report that the post-tax NAV has risen by 21.8% to AUD 2.56 per share, outperforming the MSCI Commodities Producers Index by more than 9%. That takes the calendar year performance to a rise of more than 34% post-tax, strongly outperforming all the relevant indices. Precious metals positions have been a key contributor to performance, and I'd like to highlight that the precious metals positions that have generated the biggest returns were all equity capital markets, or ECM, or special situations investments, where the Investment Manager has cornerstone capital raises. I think this illustrates the value of the relationships that the Investment Manager has developed over the long term with these companies and has resulted in opportunities to make substantial investments that have generated strong returns for TGF shareholders.
Base metals and critical minerals have also contributed positively to performance in the recent months as the market begins to understand the strategic value of these commodities and supply challenges tighten these markets. In terms of the outlook, as Ben and Todd are going to outline in their update, they believe the structural backdrop for resources in 2026 is at least as strong, if not stronger, than 2025, and therefore the conditions that have driven positive performance this year should persist. The portfolio is exposed to high-growth companies with exploration upside, and the Investment Manager remains actively engaged in ECM, which will allow the Company to take significant positions in deals that are hard, if not impossible, for retail investors to access. We've received questions regarding what steps the Board has taken to reduce the discount to NAV.
First, I want to note that the discount has reduced from a nadir of 41% in April to 20% as of the 31st of October 2025, over which period NAV has compressed by 33%. This indicates that positive performance and a reduced discount go hand in hand. The Board remains critically aware of the discount to NAV that the Company has traded at, and as such, we have implemented two strategies this year to try and close the discount. First of all, the share buyback program, and second of all, the payment of a fully franked dividend. As of the date of the AGM, more than 4.5 million shares have been bought back at an average price of AUD 1.95 per share.
The Company intends to continue the buyback program up to a limit of 10% of outstanding shares, and the Board views the buyback as an effective and accretive use of the Company's capital and to be in the interest of all shareholders. The Company paid a AUD 0.05 per share fully franked dividend in October. This was a reflection of positive portfolio performance and the generation of profit reserves during the financial year and reflected our confidence in the outlook for the global resources sector. In line with the objective outlined in the Company's IPO prospectus, the Board intends to continue paying out dividends from retained profits where possible and approved.
The discount to NAV is an important issue for the Board, and we will continue to assess any initiative that has the potential to close the discount, but we will only pursue options that we believe are in the best interests of all shareholders. We've also received questions regarding the management fee. As outlined in the 2018 IPO prospectus, the Investment Management Agreement has a two-tiered fee structure consisting of a management fee and a performance fee. The Investment Manager is paid a monthly flat management fee and is remunerated for performance with a performance fee which is subject to a high watermark. Because performance has not exceeded the high watermark in the past financial year, a performance fee has not been paid to the Investment Manager for the period.
In conclusion, I want to say that the 2025 financial year marked a turning point for the resources sector and for the Company. Positive performance has continued apace in the first four months of the 2026 financial year, and we believe the outlook is strong. The Investment Manager continues to implement an investment strategy that is consistent with the Company's stated objectives, and the Board is confident that this will continue to deliver returns for shareholders. I would now like to hand over to our Investment Managers, Ben Cleary and Todd Warren, to present their report.
Hello and welcome to this investment update for Tribeca Global Natural Resources TGF. My name is Ben Cleary. I'm joined by my colleague, Todd Warren. Today we're going to provide a short AGM update. A lot of the material was included in our recent investment update, but in terms of the corporate update, we'll give you an update in terms of the on-market buyback that was recently announced. We've paid a fully franked dividend of AUD 0.05, and we can talk about the outlook for future dividends. Also provide a performance update. Pleasingly, we've had quite a good year in terms of performance and outperforming most natural resources indices, and we can dig into what has been driving that. I think most importantly, the outlook for 2026 is looking particularly strong.
I think for the last 20 years, we've been very focused on China, all things China, mini cycles within China policy, the impact that would have on commodities. This year, we've really seen a step change in terms of both the US and Europe and their defense spending policies and really that hit with critical minerals and really most metals and the impact that's had on the portfolio has really been pleasing. I think that's going to continue. This is not a sort of six-month or one-year type thematic. This has the potential for really strong tailwind for the next decade. China itself is really like it's been for the last three or four years. It's ended up being far better as we look back on 2025 than what most market forecasters were saying at the start of the year.
It looks as though it will hit its 5% or very close GDP numbers. China's going okay, certainly in terms of commodity consumption remains very strong. At the same time, you've got the US and Europe with their critical minerals plans really firing. For the first time in really the last 15 years, you've got China, Europe, US all firing in terms of commodity consumption. We really are very positive on 2026. Fundamentals, Todd's going to go into, it's been a really sort of slow-moving movie to watch. We've been talking about supply issues that really the last three or four years, they're starting to grip. Copper prices is up 25% this year on the supply issues that we've been talking about for the last couple of years. These are structural. They're not transitory supply issues in our view. Fundamentals are strong.
What has happened this year to a degree, but still has so much more potential over the course of next year is just flow back into the sector. There was such a huge rotation out of natural resource stocks in 2020, 2021, too on the back of ESG. You're really starting to see that reverse and come back into the sector. There is significant potential for 2026 in terms of the natural resources portfolio and some of our key picks we can go into. In terms of outperformance and performance, these are post-tax numbers. Pre-tax adds more than 10% again to those sorts of numbers. We've had a good year and outperformed most stocks and indices within the space. In terms of the buyback, we're about 5%. We bought back 5% of the company. Really accretive buyback.
We've added about 4% in terms of NAV accretion already. That is really pleasing. We are very happy, the Board is happy to continue at the current speed. It is a super accretive price that we are buying the stock back at. The shares are up circa 50% from the lows. Buybacks obviously had a very strong impact so far. It is a mix, obviously, between good performance and the buyback. Both of those things will continue into the new year. There is still a lot of accretion that is on offer for shareholders buying stock at these levels as performance and the discount continues to improve. Again, we have sort of spoken about that chart on the right-hand side for the last 12 months. Our NTA was very much in a band for a couple of years between AUD 1.80 and AUD 2.
I guess not surprisingly, the discount, as our NAV was very sort of sideways, the discount started to open. You see there on the right, the orange line, NTA has clearly broken out of that box that we have been in for a couple of years. You can see the gray line has also started to improve. In our view, it is very much a mix of good performance and the buyback impacting a bit better discount. In terms of performance, performance has really been driven by metals. That is unsurprising because about two-thirds of the portfolio is metal. Whether it is critical metals or base metals, precious metals, they have all had a pretty strong year in terms of equity performance. A lot of the names that we have owned have done significantly better than their peers. Stock selection has also been quite strong.
The portfolio does, it is a very active strategy. You can see sort of from our nets and grosses, we are certainly actively managing the portfolio. As I said, we do sort of still remain very heavily overweight metal, certainly versus indices or major mining companies that are very overweight energy or various metals such as iron ore. We do think on a sort of two- to three-year view, metal is where you want to be. We provide a great exposure to investors in TGF with some of the best metal exposures globally in the portfolio with lots of positive catalysts bottom up going into next year. I think the other thing we would like to make the point to shareholders is that clearly most, particularly Australian shareholders, will own BHP, RIO as their proxy for the resources sector.
Look, they've been a great stock to own over the last seven or eight years. They've been in a very capital light cycle. They've been paying very solid dividends. That change is going forward, particularly companies like BHP, really step change in capital spending over the next five years. Free cash flow really is going to be quite muted, if not nonexistent. That is obviously going to impact dividends and whatnot. We really think that our portfolio should, as performance continues to tick along like it has this year, we should be in the position to be a really solid dividend-paying stock next year. I think our stocks are far more exposed to metal, which is really where BHP and RIO, by their own admissions, would like to be, and very sort of catalyst-rich.
The sort of case to be rotating at least some holdings out of these major stocks into TGF, we believe, is compelling. Obviously, our portfolio is not just buy and hold. We have really three ways we're implementing the portfolio. We have our core positions. We have our relative value positions where we're sort of long a stock versus a short another stock because we see better value or better catalysts. We can be long a stock versus a commodity where, again, we see more compelling value. That's the relative value part of our portfolio. The third part is what we call special situations. A lot of that is equity capital market transactional deal flow. In the last three years, we haven't seen much of that at all. Of course, deal flow is somewhat paired at the hip to overall direction of the market.
As resource equities and commodity prices have been quite good in 2025, you've seen a big kick up in transactions. We think that's really going to actually increase into 2026. These are sort of some examples where we've used our sort of proprietary relationships and knowledge to act early, be part of recaps, be allocated really great positions in deals, and be able to manage our risk, whether it's hedging or trade out of those names really efficiently. These are sort of three examples where you've had sort of 5%+ return to the NAV level and really using our relations and our knowledge base to those stocks. This is what we do. This is what excites us. This is one of the reasons that you should be a shareholder of our company.
We really think that next year we're going to see a whole lot more of these transactions and results. I'll leave it there, and I'll pass to Todd to take you through the market. Thank you.
Thanks, Ben. Good morning, everyone. I'll take you through our views on how the market is positioned right now and touch on some of the factors which we think are driving this market. Clearly, the massive game changer in recent times has been the US steps to address some of their challenges with regards to sourcing critical minerals. I'll take you through some of that detail a little further.
Also, we are starting to see or continuing to see at least China's policy pivot and what that means for the specific demand for commodities, and particularly this anti-involution policy that they are rolling out and how we are starting to see the real rubber hitting the road there with regards to the impact on commodities. With regards to fundamentals, clearly, we've seen a nice turn in 2025, but we do see that continuing in 2026 simply because, as Ben said, this is not a transitory event. There are some very strong fundamental tailwinds starting to blow at our back. Finally, I'll take you through a little bit of data just to demonstrate that the generalist investor is still underinvested towards resources quite significantly. With that potential flow of money back into resources, it could mean a meaningful uptick for our sector.
With regards to the strategic game line, this is a thematic that we've been talking about for some time. As I say, with regards to the US moves, it's only now starting to really play through into market moves. This table just demonstrates, I guess, the untenable situation for the US and for a multitude of other Western nations who are beholden or at least largely reliant on China for the source of a large percentage of their critical minerals. With regards to one particular commodity, we've talked about ad nauseam, frankly, and that's copper. We've been bullish on copper for a long time.
It's sort of now, whilst a lot of the attention and excitement has been centered on rare earths and some of these more esoteric commodities, the reality is that copper has been on a sneaky bull market run as this realization of the tightness of market and constraint of supply has started to play out. Now, copper is definitely recognized as key to energy security. We're certainly seeing that with regards to the commentary out of the US as well.
Whilst the headlines, as I say, have been drawn to rare earths, Donald Trump himself was quoted as, "Our country quite simply needs copper and now." With regards to rare earths, the angle here, whilst it's been in the past focused on electrification, batteries, etc., wind turbines, and the need for rare earths there, the real catalyst in more recent times has been the huge reliance of defense and defense industries for rare earths and indeed how much you need to really build out your defensive capabilities. With regards to China, I won't go through this in all the minutia, but anti-involution really is a policy which is designed to prevent a slide into deflation and prop up, in some cases, industries across China, but largely through removing some of the excess capacity and, as a consequence, removing some of that pricing competition, the excessive competition, I should say.
We see that as being somewhat akin to the supply-side reform that occurred some 8 to 10 years ago and saw quite a significant recovery in resources markets as a consequence. We have also seen the initial signs of mega infrastructure and how that could impact domestic demand in China. We have seen the headlines around this massive Tibetan hydro facility that is commencing construction. This is multiple times larger than the world's largest hydro facility, the Three Gorges Dam in China. To put it in perspective, at some 60-70 gigawatts in scale, it is about 20 times the largest hydro facility in the US. This is a major, major project that is under construction. In terms of what has happened before and where we see this playing out, we have seen the Chinese market start to run. The policy stance is supportive.
In the past, this has been extremely positive for TGF as it runs alongside this recovery in the market. What is really, in our view, extremely interesting is some of the mention of power. Obviously, in the US market, we have seen that start to play out. This chart here just shows you the mentions of power in S&P 500 earnings in quarterly earnings over the last 20 years. You can see there was a long, drawn-out decline in interest, frankly, in power as we went through this period of power demand decline as efficiencies improved. Now, obviously, last quarter, you can see that huge spike in mentions of power as the market goes through that oh-no moment where they realize that actually all this talk of AI and data centers is all a big moot if we do not have the power to run said data centers.
The beneficiaries here in our space are significantly copper and uranium. Clearly, uranium in the nuclear power buildout is going to be a big beneficiary, but also copper from a distribution and transmission perspective power. I talked about this increase in power efficiency. You can see here, this is the US on the left and the EU on the right. We've been through essentially a generation of power demand decline as efficiencies have improved. We are now seeing that turn the corner. For the first time in a generation, power demand is increasing, and we expect that to continue. Again, here, this shows you the scale of the spend that will be required to upgrade grids globally to meet this huge increase in power demand.
On the left, you can see the US spend will require something like $800 billion on latest estimates by 2030, just over the next five years or so to really shore up their grid. In Europe, similarly, by 2035, the estimates are they need to spend EUR 3 trillion to shore up their grid from both a distribution and transmission perspective. What that means for commodities, as I say, we have talked about uranium and copper as key beneficiaries, but here you can see the demand is well outstripping the supply. This is a key point, that outstripping the supply. The markets remain focused on demand, but missing, in our view, frankly, the structural supply constraints. Now, these supply constraints are long-term in their making.
We've been through a long downturn in CapEx by these big miners, and the resultant success or lack thereof in exploration has driven a lack of new supply coming through. The other factor here has been, and it's been noted in most recent times, is the supply challenges that we continue to face. I touched on the fact that copper has been in a sneaky bull market. We've seen copper run to almost $5 a pound, and that's been driven by some significant supply outages or operational interruptions. The three largest underground copper mines in the world have all had significant outages this year, and it's served to take out around about 700,000 tons from the expected supply in the market that we expected at the start of this year, all of which are serving in an environment of no inventories to drive up copper price.
Now, looking forward, you say, "Well, if the copper price goes up, can't we just build new mines?" The reality is that it takes 16-17 years, on average, from first successful drill hole to first production to build a new mine. In other words, it cannot happen overnight. It will not happen overnight. Despite the best efforts of governments around the world, this is a long-term scenario that needs to play out, and the fundamentals are hugely supportive. With regards to valuations and positioning, we now see real assets at relative extremes versus financial assets around the world, as you can see on the left. Indeed, with regards to positioning and ownership of our sector, this is data from the Bank of America Fund Manager Survey.
You can see their materials and energy remain some of the most significant underweights in the global equity sector. Indeed, this takes you back some 20 years. This chart here is showing the overweight and underweight positions. You can see those three points that we've highlighted with red circles there are points, turning points in terms of performance, and they align with that underweight positioning starting to reverse. In terms of valuations in our sector, we still think they're hugely attractive. Whilst we have had a nice recovery this year in terms of performance, we actually haven't seen valuations extend to unreasonable levels. Indeed, we see the opportunity here for not just the return of flow from the generalist investors, but also as the commodity prices increase, earnings increase, and so too through multiples.
Now, with regards to our portfolio, we have what we think a portfolio is heavily exposed to the types of assets that the big companies will come shopping for. As Ben touched on, the BHPs and Rio Tintos of the world are desperately trying to address their shortage of exposure to commodities like copper. They will do that through M&A. It is still cheaper to buy than build. In our view, we own those companies that they will come shopping for. To wrap up, market structure is improving. Fundamentals are improving. The reality is that we have been talking to a lot of these bullish factors for some time now and to a degree feeling like we are screaming into a void. There has been not a lot of notice being taken, but it is starting to occur now.
The strategy has improved this year in terms of performance, and we see that playing out as more and more people's eyeballs are drawn to what is a fundamentally strong story. We expect those strong returns to continue. We have had a great year so far of 34% year to date, and we think the portfolio is positioned to take advantage of these fundamentals. Capital management, we think, is also supportive. With the fundamentals being supportive and the capital management driving an additional factor in closing that discount, we think now is a great time for shareholders to be positioned in TGF. With that, thank you. There is a lot of material in this slide deck, which I have not gone through, but we will obviously file this presentation.
Should you have an interesting talk through some of these names in more detail, we'd be more than happy to have that conversation with you. Thank you.
Great. Thank you very much, Ben. Thank you very much, Todd. Before I ask for questions from the shareholders present in person at the meeting, I'm going to address a couple of questions we have received from our online shareholders. They both relate to the buyback. The first question is, what will happen after the buyback completes? The second question is an extension of that, which is, will you reload on the buyback next year? One of the reasons that we decided to institute the buyback was we took on board feedback from the AGM last year and then subsequent feedback from engagement with our shareholders. As we can see, the buyback has been very well received. It's up to 10% of the outstanding shares, and it is currently about half done.
What we can't tell is the impact of just the buyback alone, obviously, because we have had positive performance at the same time. However, what the board does believe is that the buyback has been in the best interests of shareholders and has been accretive for shareholders. It is possible that we could consider seeking shareholder approval to increase the buyback to 15%, but the board would also consider that combined with the liquidity of the TGF stock. I'd now like Todd to just give a few details on how the buyback is being implemented by the investment manager. Thank you, Todd.
Yeah, thanks, Rebecca. Yeah, in terms of the execution, Erickson Kenny Broker has a standing instruction to be more assertive or more aggressive whilst the discount remains larger than 20%. You can see on the slides, as we presented earlier, that that has been relatively constant with regards to the execution. We see no change to that whilst the discount remains anything over and above 20%. They have, as I say, a standing instruction, so nothing changes on that front. The only thing I would add to that is that we have not been buying back stock in the last two weeks, so the two weeks leading up to today's date. It is a policy of that broker not to execute buybacks in the lead-up to an AGM. That is not specific to TGF, but it is the standard policy.
Post this meeting, we will step back into the market, and we will continue whilst the discount remains in place.
Excellent. Thank you. Next question from online is, with performance, will you continue to pay out dividends from retained profits when possible? How does that work in practice? Can we expect consistent income in future, like BHP, Rio, and Woodside? As I said in my address, the board's decisions on dividends will remain in line with what we outlined in the company's IPO prospectus. We want to continue paying out dividends from retained profits, and we want them to be fully franked where possible and approved. The generation of profit reserve is critical to that, as is the outlook for portfolio performance, and the board will take all of that into consideration when deciding whether or not to declare a dividend. Have we got any more online questions? Excellent. I shall throw to the floor.
First of all, I want to thank you for taking the effort to come in person. We really appreciate the engagement with the company. One question at a time.
I've started the buyback, if that's all right.
Yes, please.
You have previously had a buyback in place and did nothing for the discount. Why would you assume that this buyback has any influence at all? This is a strategy that has been employed by other listed investment companies before and has had no benefit. Why are you so optimistic? If I could extend on that question, the whole premise of this buyback at such a deep discount to the net asset backing of this company, are you actually inflicting a 25% or 40% one point earlier cost against those shareholders? Because if they bought into these shares on the IPO and they are selling now into this buyback, they are selling at AUD 0.75 in the dollar.
Yep. The question.
I mean, I apologize, Todd, but you smiled at that. To me, that's a cost that's being inflicted on these shareholders. I think it's actually a really serious and problematic thing.
Okay. Your question about why the buyback is an excellent question, and it is exactly the same question the board asked the investment manager before we made the decision to implement the buyback. We wanted to know why would this buyback be different from the last time. The first thing to remember is that the last buyback was initiated in very different market conditions. It was initiated during the disruption of COVID when there was a very large discount to NAV, and not a lot of shares were bought back during that buyback. The second thing that I want to say, which I think addresses the second part of your question, is that there was extensive engagement with shareholders about what they would like to see done, and there was a strong positive response to the idea of putting a buyback in place.
I cannot speak to individual shareholders selling into that buyback, but they were making their own decisions, and they have chosen that that is the price that they want to exit at. We are not in control of what individual shareholders want to do, but we have helped to provide an opportunity for people who want to exit.
Yeah. I would add that the point is that we're buying, to your point, at a discount, but it's accredited to all those shareholders who choose not to sell. We cannot obviously control, as Rebecca says, their decision to sell. For those who choose to hold on, it is directly accredited to the value of their investment in TGF.
I totally agree with you. People are exhausted. I mean, this discount to NTA, I mean, I've sent you emails pointing it out for like four years, and admittedly, performance has improved, and you guys are doing a terrific job this year. If you go back to all the other listed investment companies who have had entrenched discounts to NTA, the only thing that actually ever got rid of those discounts was the winding up the LIC and returning 100 cents in the dollar, or getting bigger, not smaller.
I would add performance.
You do not get more money unless you perform, of course.
Yep. As history has demonstrated with TGF specifically, it's been a consequence of, in the first instance, closing that discount through the previous buyback and the data to demonstrate that.
Absolutely.
Indeed, this buyback, as Rebecca said, we cannot define which or what has contributed specifically, whether it is the buyback and/or performance. Certainly in the past, when TGF has traded in line or indeed at a premium to NTA, we think that has been a direct correlation with performance.
I tend to agree with you as well. I then ask another question, though. Has the manager and our board considered giving this strategy time to perform well and to close this gap, or alternatively, after a set time, liquidate assets and return that capital to shareholders at 100 cents in the dollar?
We hear what you were saying, but our engagement with other shareholders, with the majority of shareholders, is that they like the structure as it is. They like the fact that there is daily liquidity. They like the diversification. They like the fact that it gives the investment manager the opportunity to invest in ECM and special situations. The majority of feedback is they do not want the fund structure to change.
Sure. Are you happy to share the results of that survey?
Well.
It's, I mean, they're just numbers.
No, because it's discussions that we have with shareholders in confidence, so.
I just said no and rang me or sent me a survey to.
It wasn't a formal survey. It was questions and engagement with our shareholder folks. Obviously, we've had extensive engagement with yourself and understand where you stand.
Yeah, sure.
Okay. More questions?
Just more around the fees. You were talking about performance fees and fees.
Yes.
They're all as per the prospectus. I guess the fees are not just that. There are other costs associated with this listed investment company. They add up to just under 9% of the fund at, at the discounted value anyhow. I think the point of a lot of people's frustration isn't the fees. Those fees were very well known. It's these other fees that are attached to this strategy. It would be great if someone could explain just why they are what they are. I've sort of reached out to you guys and asked about other expenses. That is a line item in your expense. It's a substantial amount compared to a lot of other listed investment companies, proportionally far, far greater. That's probably the smaller parts. I mean, there are broker fees. There's professional consulting fees.
There just seems to be a layer of fees. If you could actually maybe provide some insight on why the fees are what they are.
Yes, absolutely. The first thing I want to say to you is that all of the expenses that are incurred are checked. Understand what fees are being incurred and why. The second thing I want to say is that this is a product that is a long-short fund. Therefore, we'll have a different fee structure compared to, say, an actively managed but close index tracking LIC. I think it's worth getting Todd to talk about how particularly the trading happens and why you see brokerage and interest on margin held at broker and dividend on short numbers that perhaps you think look too high compared to peers. Todd?
Probably that's a lesser concern because that just comes with long-short anyhow and having to pay dividends on things short, which is fine. I guess it's just using consultants, these other expenses.
Okay. Absolutely fine. On other expenses, we have broken those out in a note in the annual report. You can see full disclosure on what they are. The vast majority of them is insurance and listing fees, neither of which we can avoid, and both of which we always question when we see the quotes for every year. Professional fees, can we get a bit of disclosure on what the professional fee breakdown is? Our audit fees are EY. Again, board signs off on that. Director's fees, we have decreased year on year. Beyond that, I think we've given you good disclosure. As I say, the board tracks.
I'll try to export all of them.
Okay. The board tracks what all of the expenses are, and we believe they are in line with what they should be for a fund that is run the way that TGF is run.
Sure.
Yep. Okay. Anything else? Good. Any more online questions? Excellent. Okay. Shall we move on to the business outlined in the notice of general meeting? There will be an opportunity if you would like to ask questions on each of the resolutions, but please limit your questions to the resolution currently before you. First of all, we have consideration of financial statements and reports. Section 317 of the Corporations Act requires directors of a public company to lay before the annual general meeting the financial report, the directors' report, and the auditor's report. The company's annual report was released to the market and made available on the company's website on August 26, 2025. There is no requirement for a resolution of the annual report to be adopted, but it is appropriate at this point that I invite shareholders to ask any questions they may have of our auditors.
Any questions online?
No questions.
All right. Any questions for our auditor? Great. Thank you very much. If there are now no further questions, I propose we put our three resolutions to the shareholders. Our first item of business is Resolution 1, the adoption of the remuneration report as set out in the director's report for the year ended 30th of June, 2025, in accordance with Section 250(r) of the Corporations Act. I would like, again, as I pointed out last year, to state this year that shareholders will notice that this remuneration report is much simpler than similar reports published by many other listed companies. This is because, as a listed investment company, TGF does not pay any employees, and the only remuneration-type payments are made to the directors of the company, and that is the two independent directors, Nick Myers and myself. These fees have been itemized in the remuneration report.
Shareholders should also note that this resolution is advisory only and does not bind the directors of the company. However, if more than 25% of the votes cast on this resolution are no, and should the company receive 25% or more no votes on the REM report tabled at next year's AGM, the company would then be required under the Corporations Act to put a further resolution to members at that meeting to convene a subsequent meeting of members at which all directors of the company would be required to stand for re-election. The notice of the meeting sets out restrictions on the voting eligibility of some members of the key management personnel. I believe on the screen now we are showing the proxy results. As advised, I intend to vote all undirected proxies in favor of the chair for the resolution.
As you can see, the voting is in favor of adopting the REM report. Do we have any questions on this resolution? None online. Do you have any questions, Mike? You're good. Thank you. There being no further discussion, I will now put the motion. For those present at the meeting who wish to vote, please fill out the voting card you were given when you registered for the meeting and hand it back to Jeff, our Boardroom representative. I am not going to declare the outcome of this or any resolution until the final votes have been tallied and combined with the proxies received. Let's move on to Resolution 2. This is the election of Todd Warren as a director. Todd previously served as director of the company between October 2020 and November 2023 and was appointed as a director of the company to fill a casual vacancy.
Todd is not remunerated by the company. Todd's biographical details were included in the notice of meeting. Todd, do you have anything that you would like to say?
Thank you, Rebecca. Obviously, as Rebecca said, I've been on the board previously. I'm very well aware of the operation of this company. As the investment manager representative, as you pointed out, I am not independent. As a shareholder, I'm very much supportive of capital management moves that have been undertaken. Of course, I'm excited about the future being offered for resources investment by TGF.
Thank you, Todd. Does anyone have questions of Todd? Nothing online. Mike, no questions. Thank you. I believe on the screen we have the proxy results on this resolution. Again, I intend to vote all undirected proxies in favor of the chair for the resolution. As you can see, the voting is strongly in favor of Todd being elected as a director of the company. If there is no further discussion, I will now put the motion. To vote in person, please fill out your voting card and hand it back to Jeff at the back of the room. I will declare the outcome of the resolution once the final tally has been defined with the proxies. The third resolution I have a personal interest in, so I am now going to hand over the chair in favor of Todd Warren. I will leave Nick. Thank you, Nick.
Thanks, Rebecca. The next item of business is Resolution 3, the election of Rebecca O'Dwyer as a director. Rebecca has chaired this board since November 2023 and retires from the board by rotation. Being eligible, she offers herself for re-election, and her biographical details are included in the notice of meeting. Before inviting any questions regarding Rebecca's election, I'll just ask her to briefly address me.
Thank you very much. I've been on the board for a few years now. I genuinely feel like we are at an inflection point. It has been a difficult few years. It has been an honour to engage with and represent shareholders, and I would very much like to continue doing that going forward into what I believe is a much more positive outlook for resources and the company.
I believe we have the proxy voting results on the screen, so I'll take those as read. As advised, I intend to vote all undirected proxies in favor of the chair for the resolution. As you can see, the voting is strongly in favor of Rebecca being re-elected as a director of the company. Is there any discussion of the motion? There being no further discussion, I now put the motion. Those present at the meeting who wish to vote, please fill out the voting card and hand it to the Boardroom representative. I will not declare the outcome of this resolution until these final votes have been tallied and combined with the proxies received. Now this resolution has been addressed. I would ask Rebecca to assume the chair again.
Thank you very much, Nick. We can now pause the meeting until the results have been confirmed to me, at which time I will announce the results to the meeting, and we will release those results through the ASX later today. The meeting will remain open until I have declared the final results. Thank you.