Good morning, ladies and gentlemen. My name is Peter Warne, and I am Chair of Virgin Australia. Welcome to the 2025 Annual General Meeting of the Shareholders of Virgin Australia Holdings Ltd. Before the commencement of the meeting, and on behalf of Virgin Australia, I would like to acknowledge the traditional custodians of the land on which we meet today, the Yugara and Turrbal people. We would like to also extend our respects to their elders, past and present, and to all First Nations people with us today. I note that we have the quorum necessary, and I declare the meeting open. I also declare that the poll is open, and shareholders may vote or change their vote on any item of business at any time in the meeting until I declare the poll to be closed.
As a matter of courtesy, I would ask everyone to ensure that their mobile phones are turned off or put on silent during the meeting. With safety as a priority for Virgin Australia, in the unlikely event of an emergency, please follow the directions of the venue staff. Today, the meeting is being held in a hybrid format, with shareholders able to attend and participate either in person or online via the computer share meeting platform. The recording of this meeting will be available on Virgin Australia's website in due course, and I ask that this meeting not otherwise be recorded so that proceedings are not disrupted. Shareholders online can listen to our live webcast, watch our presentation, ask questions, and submit votes online. Shareholders are also able to ask questions via telephone. Shareholders in the room may ask questions by moving to the microphone at the relevant time.
On the stage with me today, from my far left, is Warwick Negus, a Non-Executive Director nominated by Virgin Group, Charles Lawson, a Non-Executive Director nominated by BC Hart , Pippa Downes, an Independent Non-Executive Director and Chair of the Audit Risk, Sustainability, and Compliance Committee, and Dave Emerson, our Chief Executive Officer and Managing Director. On my far right is Dimitri Courtelis, a Non-Executive Director nominated by Qatar Airways Group, Michael Murphy, a Non-Executive Director nominated by BC Hart , Melinda Conrad, an Independent Non-Executive Director and Chair of the Remuneration, Nomination, People, and Culture Committee, and Susan Schneider, our Company Secretary. Ryan Cotton, a Non-Executive Director nominated by BC Hart and Chair of the Safety Committee, joins today's meeting online and via phone from the United States. The Virgin Australia Executive Leadership Team is also in the room today.
Suzanne Bell and Jason Adams, partners of KPMG, our external audit firm, are also here today to respond to any questions relating to the conduct of the audit of the 2025 financial results. Before we move on to the formal business of the meeting, I will give a short address, which will be followed by an address by Dave Emerson. It is my privilege to address you today as your Chair of Virgin Australia's inaugural AGM, as an ASX-listed company post-administration, and to reflect on what has been a significant and transformative year for our company. Virgin Australia's ambition is to be the most loved airline in Australia by our people, our guests, and our owners. This is something that we strive to deliver every day. How a company engages with its stakeholders is fundamental to building a strong reputation and the backbone of its financial success.
While the aviation industry will continue to adapt and transform, the one thing that will never change is our inherent focus on the strategic priorities that drive value: operational performance, customer experience, employee engagement, and financial returns. While our name is very familiar, we are a new business, one that has been reinvigorated through a comprehensive strategy reset to become a simpler, more resilient, and more focused airline with a disciplined approach to value creation. This past year has marked a turning point for Virgin Australia as we returned to public ownership in June. We also welcomed a new Chief Executive Officer in March 2025, when the Board appointed Dave Emerson into the role after four years as Chief Commercial Officer. During that time, Dave was instrumental in positioning Virgin Australia as a Value and Choice Carrier that puts its customers and people first.
I'm pleased to report that Dave has brought this same customer-centric focus to his leadership as CEO. Working alongside our Executive Leadership team and with more than 8,000 team members across the group, we have continued to pursue our pursuit of being Australia's most loved airline. Welcoming Qatar Airways Group as a strategic investor back in March was a short watershed moment for the company in Virgin Australia's history. It provided a strong foundation for our successful transition to public ownership. This partnership with Qatar is a testament to the strengths and potential of the business you now own, one that reflects the group's significant transformation since exiting voluntary administration in November 2020. I want to take a moment to reflect on what has been accomplished since that time.
Navigating the exit from administration alongside the severe disruption from a global pandemic, where flying got down to 10% of our usual schedule, was no easy feat for the Virgin Australia team. Over the ensuring five years, the airline was rebuilt as a simplified business with substantially reduced debt and a sustainable cost base. That enabled us to grow our team from 3,500 people to more than 8,000 people and invest back into the business, including by buying new aircraft, one of which was the first Embraer E190-E2. I had the privilege of flying the final leg of its delivery from Canberra to its home base in Perth in September. This transformation has been overseen by a strong and proven management team, with the experience, skills, and passion to continue delivering exceptional results as the business enters its next phase.
Today, Virgin Australia is a strong, resilient, and competitive airline, benefiting our people, our investors, and the millions of Australian travelers who fly with us every year. I'm pleased to report that our financial performance in FY 2025 reflected the benefits of the group's ongoing transformation program and operational improvements. Our transformation program delivered more than AUD 450 million in gross benefits during the year. Together with savings in fuel costs, these benefits offset inflationary headwinds and continued to further expansion in our EBIT margin, with underlying EBIT margin increasing by 1.7 percentage points to 11.4%. The transformation program remains ongoing, and we expect to realize significant additional benefits in coming years. Financial metrics only tell part of the story. Our operational performance improved significantly during the financial year.
Virgin Australia achieved 76.8% of flights departing on time, up 7.2 percentage points on financial year 2024, with a completion rate of 98.4%, up 2.5 percentage points on financial year 2024. In the second half of financial year 2025, Virgin Australia's average on-time performance rate of 82.1% and average completion rate of 98.1% were the highest of the mainline Australian Domestic Airlines. Customer satisfaction continues to strengthen, with our net promoter score increasing four points on FY 2024 to 2027, which is as high as premium carriers, reflecting the group's commitment to delivering exceptional guest experiences. The Virgin Australia team are at the heart of this business. Every day, they bring our ambition of being Australia's most loved airline to life by modeling our values and delivering exceptional service with signature Virgin flair. I want to acknowledge several other contributors who have been critical to our success.
First, our former CEO, Jayne Hrdlicka , for her strong leadership. The Management team, my fellow Directors, several of whom have guided Virgin Australia through its post-administration rebuild, and others who have joined more recently and are bringing fresh perspectives to our Governance. Also, the team at BC Hart , whose stewardship through this transformation has been exemplary. Finally, our shareholders and partners who continue to support and confidence enable us to execute our strategy. As we look to the year ahead, we have a clear strategy, a strong balance sheet, an exceptional team, and the backing of shareholders like you who believe in our vision. On behalf of the Board, we look forward to contributing to Virgin Australia's ongoing success and continuing to deliver for all our stakeholders. Thank you, and I'll now hand over to our CEO, Dave Emerson, for his address. Dave.
Thank you, Chair. Good morning, everyone. It's an honor to address you today as Managing Director and CEO of Virgin Australia. Since becoming CEO in March, I've been spending time with our people, our customers, and many of you, our owners. Through these conversations, it's clear that the passion for the company and commitment to its long-term success is just as strong as when I joined five years ago. As part of the Leadership team that implemented the company's new strategy, it was an absolute privilege to step into the CEO role when the business was performing well and with strong momentum. When I look back at FY 2025, I see a year that was defined by delivery, growth, and an unwavering commitment to our people.
We've achieved much of what we set out to do, and we've done it while staying true to our values and our ambition to be Australia's most loved airline by our people, our guests, and our owners. Let me start with what's likely top of mind for many of you as shareholders. In the 2025 financial year, we delivered underlying EBIT of AUD 664 million, with an underlying EBIT margin of 11.4%. We achieved a statutory net profit after tax of AUD 479 million. These are strong results that demonstrate the success of our transformation program. Beyond these numbers, I wanted to share with you what we've accomplished operationally, because operational excellence is critical to sustained financial performance. We carried 20.7 million guests on the Virgin Australia network during the financial year. That's 20.7 million opportunities to deliver on our promise.
Our completion rate remained strong across the year, and our second half, our on-time performance, regularly exceeded pre-COVID averages. At a time of high passenger demand, this was a solid operational result. We also relaunched long-haul flying in partnership with Qatar Airways, a significant milestone that expands our network and provides more choice for Australian travellers. I'm immensely proud that Virgin Australia won the world's best cabin crew award for the seventh consecutive year in the airline ratings awards. We also collected Skytrax awards for the best regional airline in Australia Pacific and the best airline staff service in Australia Pacific. Virgin Australia was also recognized as the most trusted travel and tourism brand in the 2025 Roy Morgan Trusted Brand Awards for the third consecutive year, and our Reptrax score remains in the strong range. These aren't just numbers or awards on a shelf.
They represent thousands of interactions, thousands of moments where our people chose to go above and beyond. They represent the Virgin's flair that sets us apart. I want to acknowledge a moment that truly exemplified who we are as a company. When Rex suspended its operations, jet operations, in July 2024, Virgin Australia led the industry response, with more than 135,000 disrupted Rex customers rebooked onto the Virgin Network free of charge. Our people stepped up when it mattered, working around the clock to help get stranded travelers to where they needed to go. This was the right thing to do, and it showed genuine Australian spirit. We've also made significant progress on our fleet renewal program. Forty-seven Boeing 737s underwent interior refurbishments during the year, enhancing the guest experience. We added five additional aircraft, bringing our total fleet count to 104.
We made the strategic decision to acquire eight Embraer E190-E2s for our Virgin Australia regional airlines business in Western Australia, with the first delivery in September, as the Chair mentioned earlier. This investment in our fleet is an investment in the future of regional aviation in Western Australia. The Velocity Frequent Flyer program continues to grow in strength and value as well. Active members grew by 12% during the year, and we now have more than 80 commercial partners. Velocity is a powerful loyalty program that deepens our relationship with guests and drives repeat business. We've also progressed key sustainability partnerships, including a sustainability-focused memorandum of understanding with Qatar Airways Group. For us, sustainability means more than just environmental stewardship. It's our ability to thrive in the long term through a holistic approach that considers our impact on people, the planet, and communities.
We're pleased that our Scope 1 and Scope 2 net emissions intensity in FY2025 was approximately 13% lower than our adjusted FY 2019 base year and 5% lower than FY 2024. With new and more efficient aircraft joining our fleet, we expect to continue reducing our net emissions intensity over the next five years, keeping us on track to achieve our 22% reduction target by 2030. None of this, not the financial results, not the operational performance, not the awards, not the customer service, would be possible without our people. There are more than 8,000 team members across the Virgin Australia group, each playing a critical role in our success.
True to our values, they always step up when it matters, whether supporting disrupted customers, driving service excellence onboard our aircraft and at the airports, late nights in the hangars, or making a difference in the community we serve through our community partnerships. I'm proud of the culture we've created and the Virgin flair we bring to work every day. We've entered FY 2026 with momentum, clarity of purpose, and confidence. Earlier today, we provided a market update, which confirmed that trading for the 2026 financial year to date is in line with our expectations. We continue to experience strong demand and expect to grow domestic capacity in the first half of the 2026 financial year by 4% compared to the prior period, consistent with our guidance in August. We also provided domestic guidance for the second half of the financial year.
We expect to increase 2% compared to the prior corresponding period. This equates to 3% capacity growth for the financial year, which supports expected market demand growth. Revenue per Available Seat Kilometer, or RASK, for the first half of the 2026 financial year is expected to grow by 3%-5% compared to the prior corresponding period, consistent with guidance provided in the prospectus and reaffirmed in August. We have a clear strategy. We have a strong market position. We have an exceptional team. We have you, our shareholders, supporting us on this journey. Our ambition remains unchanged to be Australia's most loved airline by our people, our guests, and our owners. Every decision we make, every investment we undertake, every initiative we launch, it's all in pursuit of that ambition.
I look forward to delivering on our commitments and creating value for all of our stakeholders in the year ahead. Thank you.
Thank you, Dave. I'll now turn to the formal business of the meeting. Given this is a hybrid meeting, shareholders have the ability to attend either online or in person. Only shareholders, representatives and attorneys of shareholders, and proxy holders attending online and those attending in person today that are holding green or blue Admission Cards are entitled to ask questions or vote during this meeting. Shareholders attending in person holding an orange Admission Card are entitled to ask questions only. For those attending in person to ask a question, please come forward to the microphone, which is in the middle here, when I invite questions at the appropriate time. When asking a question, I ask that you state your full name before asking your question.
I'll also request that shareholders ask two questions, only two questions, before moving to the end of the queue to return to the microphone later to ask further questions. This will allow all shareholders an equal opportunity to ask questions. Online attendees can submit questions at any time by selecting the Q&A icon on your device. Select the topic your question relates to from the drop-down box, and then type your question and press the send button. Online attendees can also ask verbal questions by following the instructions written below the broadcast window. Although online shareholders can submit questions at any time, I will address those questions only at the relevant time during the meeting. There will also be an opportunity following formal business to ask general questions or comments from shareholders. If we receive multiple similar questions on any topic, they may be amalgamated together.
For guest or Velocity-related concerns or compliments, representatives from Virgin Australia's Guest Contact Centre are available at a dedicated service desk out the front of this room to assist. I will ask Penny Berger, General Manager, Investor Relations, to read out the questions submitted online at the appropriate time. Today, voting will be conducted by a poll on all items of business. As indicated earlier in the meeting, the poll has been opened and shareholders may vote at any time on any item of business until I declare the poll to be closed. For attendees present in the room, on the reverse of your green or blue admission card is your voting paper and instructions.
You'll need to follow the instructions, mark a box beside the motion on the voting paper to indicate how you wish to cast your vote, and then lodge it in the ballot box before voting closes. Proxy holders here in person have attached to their green Admission Cards a summary of their proxy votes, which detail their voting instructions. By completing the voting paper, you will be deemed to have voted in accordance with those instructions. Proxy holders who are entitled to cast any open votes will need to mark the box beside the motion to indicate how you wish to cast your open votes. For attendees online, a polling icon will appear on your device when the voting opens. Select one of the options for the relevant resolution to cast your vote. There is no need to hit a submit or enter button as the vote is automatically recorded.
You may change your vote at any time until I declare that the poll is closed. As voting has opened, all attendees, whether online or in person, may submit votes at any time until I declare that the poll has closed. Finally, I appoint Lewis Brimelow of Computershare Investor Services to be the Returning Officer and to conduct the poll for this Meeting. The proxy positions for all resolutions are now shown on the screen. This is the proxy position as at 10:00 A.M. Brisbane time on Wednesday, the 12th of November 2025. This was the closing time for appointment of proxies. After discussion on each of the proposed resolutions, I'll also show the proxy position for the relevant resolution on the screen. The notice of meeting has been sent to shareholders, and I will take it as read.
We have 11 items of business to be put to the meeting today. Ten of them include resolutions requiring a vote. The items requiring a vote are the proposed resolutions set out on items two through 11 on the notice of meeting. To assist with the efficient conduct of the meeting, I declare that each of those proposed resolutions is now properly before the meeting without the need to be moved when we come to the relevant item. The first item of business concerns the receipt and consideration of the financial report, the Director's Report, and the Auditor's Report of the company for the year ended 30th June 2025. These reports are included in the company's 2025 Annual Report, and I present the reports to the meeting.
A printed copy of the Annual Report was sent to those shareholders who requested a copy, and an online copy is available on our website. Copies are also available at the registration desk outside. There is no requirement to pass a resolution on this item. During this item, shareholders and their representatives may ask questions about and may make comments on the various reports and on the business operations and management of Virgin Australia. You may also ask questions of the company's auditor during this item relating to the auditor's report and the conduct of the audit. I ask that questions on other agenda items be deferred until we come to those items later in the agenda. I now open item one for discussion. I ask shareholders who are present in the room if they have any questions on the financial reports or the conduct of the audit.
If there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
We have no questions online or on the phone line, Chair.
Thank you, Penny. As there are no further questions, we will now move to items of business, which are the proposed resolutions to be put to a vote. The next item of business is item two, which concerns the appointment of KPMG as the company's auditor. The company has appointed KPMG as the company's auditor. Under the Corporations Act, an auditor must be appointed at the company's first Annual General Meeting. Although the company was a listed company prior to 2020, and strictly speaking, this is not the company's first Annual General Meeting, this resolution is being put to shareholders for good order and governance. The proposed resolution and proxy positions are shown on the screen. The directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote.
I ask shareholders who are present in the room if they have any questions on the appointment of KPMG as the company's auditor. As there are no questions from shareholders attending in person, I'll ask Penny again if there are any questions online or via the phone line.
We have no questions online or via the phone line. Thank you.
Thanks, Penny. As there are no further questions, we will now move to the next item of business. Items three through 10 concern the election and re-election of directors. All Non-Executive Directors, including me, are standing for election or re-election at today's meeting. Pippa Downes, Melinda Conrad, Charles Lawson, Dimitri Courtelis, and I are all Non-Executive Directors who were appointed to the Board to fill a casual vacancy or as an addition to the Board in 2025 and are required to stand for election by shareholders at this meeting in accordance with the company's constitution. Mike Murphy and Ryan Cotton are Non-Executive Directors who were appointed to fill a casual vacancy or as an addition to the Board on the 17th of November 2020. Warwick Negus is a Non-Executive Director who was appointed to the Board by directors on the 3rd of January 2017.
Warwick was re-elected by shareholders at the first Annual General Meeting following his appointment on the 8th of November 2017. The company was delisted from the ASX and converted to a proprietary company in November 2020. In accordance with the company's constitution, any director who would be in office for three or more years since they were last elected to office must retire. Michael, Ryan, and Warwick fall within this category. In relation to my election as a Director and in accordance with the company's constitution, I would like to ask Melinda Conrad to chair the meeting whilst my election is considered.
Thank you, Peter. We will now turn to item three on the agenda, which concerns the election of Peter Warne as a director. The proposed resolution for Peter's election and proxy position is shown on the screen. With Peter abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Peter was appointed to the Board on the 12th of March 2025 as an Independent Non-Executive Director and became Chair on the 6th of June 2025. He is a Member of the Safety and Operational Risk Review Committee, Audit, Risk, Sustainability and Compliance Committee, and the Remuneration, Nomination, People, and Culture Committee, and brings great depth of experience to the Board. Some additional details on Peter are set out in the Notice of Meeting. I would now like to invite Peter to say a few words in relation to his election.
Thanks, Melinda. Ladies and gentlemen, as you may have seen from my resume, I initially trained as an Actuary and then had a career in Investment Banking and Financial Markets. For the last 25 years, I've had a second career as a professional Non-Executive Director. I've been a Director of a range of different organizations, large and small, in the listed, private, and government sectors. My involvement with Virgin Australia started early in 2023 when I commenced as a consultant to the Board. I've worked closely with the Board since that time and developed a good understanding of the company and its operations over that time. I formally joined the Board as a Non-Executive Director in March this year and was appointed Chair in June, immediately before the IPO.
From my first involvement with Virgin Australia, I've been incredibly impressed with the enthusiasm of everyone I've met in the Virgin team and their passion to build a truly great company and deliver a great service to the Australian public. The corporate culture of your company, typified by the Virgin flair we talk about, is something of which to be truly proud and would be the envy of any company in Australia. I'm delighted to be seeking your support for my election to the Board today. I assure you I have a really strong interest and enthusiasm for the role and have the time to dedicate to the task. I believe that I have the skills and experience to make a positive contribution to the operation of the Board and to the performance of the Company. I respectfully ask for your support today. Thank you.
I ask shareholders who are present in the room if they have any questions on the election of Peter. If there are no further questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone online.
Yes, we've received a question from Mr. Stephen Mayne. His question is, why are all eight directors up for election today, and would Chair Peter Warne be open to continuing annual elections of directors at future AGMs as this is best practice and mandatory in other countries such as the U.K. and U.S.? TWE and BHP both do voluntary annual director elections when they don't have to, so why don't we join this elite best practice group next year? Otherwise, you've got to work out which directors are also up next year for the second straight year. Just put everyone up so you don't have to have this discussion.
Okay. I'll take a stab at answering it. I think there are two questions in there. One is why we're up for election at once. I think, as Peter commented in his speech, it's due to the timing of the IPO and the requirement for all of us to be elected at once. In response to Mr. Mayne's comment around following through with Annual Director Elections, at the moment, that is not our company policy, but we do note his request and we'll take that on notice.
We have another question from Mr. Stephen Mayne. Who originally invited Peter to consult to Virgin in 2023, and was it with a view to him chairing the public company down the track?
Let me answer that.
Sure, yeah.
I was approached by the shareholders of Bain, sorry, of Virgin Australia at the time, which was primarily the B C Hart . I was approached by a search consultant and was one of a number of people which I believe were approached and went through an interview process to be appointed as a consultant at that time. It was certainly with a view to ultimately joining the Board or potentially joining the Board, of course. The role of Chair was available, but that was not a guaranteed process.
Thank you, Peter. Any further questions, Penny?
We have no further questions.
Thank you. Congratulations, Peter. We will now move to the next item of business. Now that the resolution regarding Peter's election has been considered, I will ask Peter to resume the chair of the meeting.
Thank you, Melinda. The next director standing for election is Pippa Downes. The proposed resolution for Pippa's election and proxy position is shown on the screen. With Pippa abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Pippa was appointed to the board on the 12th of March 2025 as an Independent Non-Executive Director and chair of the Audit, Risk, Sustainability, and Compliance Committee on the 6th of June 2025. Pippa is also a Member of the Safety and Operational Risk Review Committee and the Remuneration, Nomination, People, and Culture Committee and brings a breadth of experience, notably in risk and sustainability, across several industries to the board. Some additional details on Pippa are set out in the notice of meeting. I would now like to welcome Pippa to address the meeting. Pippa.
Thank you, Chair, and good morning, ladies and gentlemen, shareholders. Thank you for the opportunity to address our Annual Meeting. It is a privilege to serve as one of your directors and to seek your approval today to continue as your representative. As Peter mentioned, I have been a Non-Executive Director of Virgin Australia since March 2025 and served as a consultant to the company for two years prior to my appointment and currently serve as the Chair of the Audit, Risk, Sustainability, and Compliance Committee. My background and expertise, as set out in the Notice of Meeting and the Annual Report, is focused on investments, capital markets, and risk management from my time as a Managing Director at Goldman Sachs in Australia, and I bring broad industry experience across financial services, technology, and property, chairing audit, risk, and sustainability committees.
As a Director of our Company, I am guided by Virgin's values and our ambition to be the most loved airline in Australia by our people, our guests, and our owners. As I do believe, Virgin's continuing success is critical to the economy and the social infrastructure here in Australia. I feel the most important thing I can do is assist management in maintaining the financial disciplines that Virgin has implemented since coming out of administration. Ensuring we are laser-focused on optimizing returns on our shareholders' capital and maintaining our cost base are critical to the future success of Virgin. I would also like to take this opportunity to thank all our executives for their hard work and dedication in what has been an extremely busy period for the Management team and the business relisting on the ASX.
It is the daily commitment of all our people to the importance of what we do that ensures Virgin operates to its high standards. I am very optimistic about the future of our company, and I have the time and capacity to continue to serve on your Board. I currently serve on the Board of Ingenia Communities, ATI Global Holdings, and am a Member of the Australian Super Investment Committee. I am dedicated to acting Independently, understanding stakeholder priorities, and serving with the utmost transparency and integrity. Like you, I am a Shareholder of Virgin, and I am aware of the importance of delivering sustainable shareholder returns. It would be an honor to continue to serve as a Director of Virgin Australia. I humbly ask for your support to be elected as your Director.
Thank you, Pippa. I ask shareholders who are present in the room if they have any questions on the election of Pippa. As there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
We have received no questions, Chair.
Thank you, Penny. We will now move to the congratulations, Pippa. Well done. We now move to the next item of business. The next director standing for election is Melinda Conrad. The proposed resolution for Melinda's election and the proxy position is shown on the screen. With Melinda abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Melinda was appointed to the Board on the 6th of June 2025 as an Independent Non-Executive Director. Melinda is chair of the Remuneration, Nomination, People, and Culture Committee and is a Member of the Audit, Risk, Sustainability and Compliance Committee and brings extensive experience in strategy, marketing, and consumer-focused industries to the Board. Some details on Melinda are set out in the notice of meeting. I would now like to welcome Melinda to address the Meeting.
Good morning, ladies and gentlemen. I'm Melinda Conrad, and I was appointed to the Virgin Board in June of this year, just prior to the IPO. Let me start by briefly introducing myself. I bring to this Board more than 25 years of experience across strategy, marketing, and consumer-focused industries. From my time as a retail entrepreneur and CEO to executive roles at Colgate-Palmolive and through my current Board positions at Stockland, Ampol, and the cybersecurity firm Penen Amio, I've had the privilege of serving businesses that are critical to Australia's economy, our financial markets infrastructure, essential energy supply, technology, and property and communities. I've seen firsthand what it takes to build resilient businesses that deliver sustainable value for shareholders, particularly those that play a vital role in the nation's infrastructure and daily life.
I've served as an Australian Public Company Director for more than 10 years, and during that time, I have developed significant experience in corporate governance practices. As Chair of the People Culture Committee and Nominations Committees on several boards, I'm very focused on the importance of organizational culture, talent development, and effective leadership succession planning. These capabilities will be directly relevant as Virgin continues to mature as a publicly listed company and to support its team and culture for the next phase of growth. Over the past few months, I've been deeply impressed by the passion and commitment of the Virgin team. Their focus on delivering operational excellence, exceptional customer service, all while maintaining that distinctive Virgin flair is a genuine competitive advantage. It is this combination of operational discipline and customer centricity which will be fundamental to delivering strong shareholder returns going forward.
Virgin Australia is critical to our nation's economy, connecting communities, enabling business, and keeping Australia moving. As we continue this next phase, my focus will be on ensuring we maintain the operational excellence and customer experience that defines us, supporting strategic initiatives that will drive sustainable growth and shareholder value, and upholding the highest standards of governance as we fulfill our responsibilities as a publicly listed company. I'm committed to working alongside this exceptional Management team and Board to enable Virgin Australia to continue to thrive and deliver strong returns for shareholders. Thank you for considering my election today.
Thank you, Melinda. Our shareholders who are present in the room, if they have any questions on the election of Melinda. As there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
We have received no questions, Chair.
Thank you, Penny. Congratulations, Melinda. We now move to the next item of business. The next director standing for election is Charles Lawson. The proposed resolution for Charles' election and the proxy position is set out on the screen. With Charles abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Charles was appointed to the Board as an alternate Non-Executive Director in November 2020 and as a Non-Executive Director on the 14th of March 2025 as a nominee of BC Hart . Charles is a Member of the Audit, Risk, Sustainability and Compliance Committee and brings private equity strategic and risk oversight experience to the Board. Some additional details on Charles are set out in the notice of meeting. I'd now like to welcome Charles to address the meeting.
Thank you, Chair. Good morning, ladies and gentlemen. As Peter referenced, I've been privileged to partner closely with Virgin Australia and its Management team for the last five years, including as an alternate Non-Executive Director from 2020 and as a Non-Executive Director from earlier this year. I'm very proud of the successful journey we've had over these last five years as stewards of Virgin Australia and in delivering a consistently safe and wonderful customer proposition at the same time as delivering strong and sustainable financial outcomes. I'm excited for the opportunity that continues to lie in front of Virgin Australia as a public company. In addition to my role at Virgin Australia, I'm a partner at Bain Capital Private Equity and a Non-Executive Director of SDA Health.
Over my career, I have developed a deep experience in Capital Markets and Finance, Cost Transformation and Operational Improvement, as well as in the governance of highly regulated and capital-intensive businesses. These skills reflect a number of areas of focus for Virgin Australia, and with your support as a Non-Executive Director and a Member of the Audit, Risk, Sustainability, and Compliance Committee, I'm committed to continuing to uphold the highest standards of governance at Virgin Australia and using my skills to ensure that the business continues to capitalize on its potential to deliver outstanding returns for all shareholders, as well as exceptional outcomes and experiences for our guests, our staff, and the communities we serve. Thank you for considering my nomination.
Thank you, Charles. I ask shareholders who are present in the room if they have any questions on the election of Charles. As there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
We have received no questions, Chair.
Thanks, Penny. Congratulations, Charles. We now move to the next item of business. The next director, Ryan Cotton, is standing for re-election. The proposed resolution for Ryan's re-election and proxy position is shown on the screen. With Ryan abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Ryan was appointed to the Board on the 7th of November 2020 as a Non-Executive Director and served as Chair from 2020 to June 2025. As a nominee for BC Hart , Ryan is chair of the Safety and Operational Risk Review Committee, brings deep experience in strategic investment and value creation to the Board. Some additional details on Ryan are set out in the notice of meeting. We will now share an address from Ryan.
Good morning, ladies and gentlemen. It has been an honor and a privilege to serve on the Board of Virgin Australia over these past five years, including my time as Board Chair until earlier this year when Peter took the role. Aviation is an industry that I'm deeply passionate about. It's complex, competitive, and constantly evolving. This is also what makes it so rewarding. In partnership with Management, I believe that we've built a stronger, more efficient, and more disciplined airline over the last five years with a focus on delivering sustainable growth and shareholder value creation. The transition from a private company to a public company listed on the ASX in June this year was an important milestone of this great airline, and I remain highly energized for this next chapter.
As Chair of the Safety and Operational Risk Review Committee, I am deeply committed to ensure that we maintain our unwavering focus on safety for our guests and our employees in all that we do. Above all else, safety remains our collective top priority. It's not just a standard to meet, but a responsibility we uphold every single day. It is the bedrock of our operations, our reputation, and our ongoing success. With nearly 25 years in private capital, I've harnessed those skills to help instill strong financial discipline and dynamic strategic thinking throughout the business, ensuring that every investment supports the long-term performance of Virgin Australia, is focused on continuing to deliver for our customers and our team members, and demands the prudent stewardship of shareholder capital.
With your support, I will continue to uphold the highest standards of governance, safety, and fiscal responsibility, helping to ensure Virgin Australia remains strong, trusted, and positioned for enduring success in the future. Thank you very much for considering my nomination.
Thank you, Ryan. As I mentioned earlier, Ryan is joining us online and on the phone today and will answer questions regarding his nomination. Our shareholders who are present in the room, if they have any questions on the re-election of Ryan. If there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
We have received no questions, Chair.
Thank you, Penny. Congratulations, Ryan. We now move to the next item of business. The next director standing for re-election is Michael Murphy. The proposed resolution for Michael's re-election and the proxy position is shown on the screen. With Michael abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Michael was appointed to the board on the 7th of November 2020 as a Non-Executive Director, as a nominee for BC Hart . Michael is a Member of the Remuneration, Nomination, People, and Culture Committee and brings over a decade of experience in private equity and corporate strategy to the Board. Some additional details on Michael are set out in the notice of meeting. I'd now like to welcome Michael to address the Meeting.
Thank you, Chair, and good morning, ladies and gentlemen. My name is Michael Murphy, and it's also been my privilege to serve on the Board of Virgin Australia for the past five years. As a Senior Partner of Bain Capital, I was part of the Leadership team that guided our investment into Virgin Australia during that challenging period of COVID and voluntary administration in 2020. Over the past five years, I've worked very closely with my fellow directors and Virgin's Executive Leadership team to reposition the airline for long-term sustainable growth and a long-term sustainable future. Part of my governance responsibilities has included chairing the Audit and Risk Committee since 2020 until earlier this year when Pippa Downes took over this responsibility. I'm also currently a Member of the Remuneration, Nomination, People, and Culture Committee.
Outside of Virgin Australia, I currently chair the Board of SDA Health, a leading aged care provider that Bain Capital took private off the ASX in 2023. In the past, I've served as a Chair or Board Member of 10 different organizations in a broad range of industries. I thank you for considering and supporting my nomination today. Thank you.
Thank you, Michael. Our shareholders who are present in the room today, if they have any questions on the re-election of Michael. As there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
Yes, Chair, we've received several questions from Stephen Mayne, so I'll do them in two sections. Could Michael Murphy please comment on whether the three Bain representatives on the Board caucus before Board Meetings to take agreed Bain positions into the Meeting, which of the three Bain nominees would be regarded as the leader of the group?
Michael, would you like to respond to that question?
Thank you, Stephen Mayne, for the question to start with. I do not think we have a rank order of Bain Capital nominees. We each take our fiduciary responsibilities as directors to Virgin Australia seriously and have very independent minds.
As Chair of the Board for certainly the last six months, I'd have to concur that I haven't seen any caucusing of the or group positions taken by the BC Hart nominees on the board.
Mr. Mayne's further questions are also, could Michael comment on whether Bain prefers to receive returns from dividends or share sales? If Virgin generates franking credits, would they be of use to Bain? In other words, does Bain have a different tax incentive to Australian resident retail shareholders when it comes to capital management and dividends?
Once again, thanks, Stephen, for the question. Frankly, it's not something we've really considered in any detail at this stage, so that's probably all down the track.
There are no further questions, Chair.
Thank you, Penny. Congratulations, Michael. We'll now move to the next item of business. The next director standing for election is Dimitri Courtelis. The proposed resolution for Dimitri's election and the proxy position is shown on the screen. With Dimitri abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Dimitri was appointed to the Board in May 2025 as a Non-Executive Director as a nominee of Qatar Airways Group. Dimitri is a Member of the Safety and Operational Risk Review Committee and Audit, Risk, Sustainability and Compliance Committee and brings a breadth of experience in Aviation, Finance, and Strategy to the Board. Some additional details on Dimitri are set out in the notice of meeting. I'd now like to welcome Dimitri to address the meeting.
Thank you, Chair. Good morning, shareholders, both present in the room and joining us online today. It is a privilege to be standing here as election for the Nominee Director for Qatar Airways. I bring over 25 years of experience in finance, including a decade in professional services in firms such as Ernst & Young and Deloitte, as well as seven years in aviation with the Etihad Group based in Abu Dhabi. I served as the Chief Financial Officer of Air Serbia based in Belgrade, as well as the CFO of Air Berlin based in Germany, leading significant transformation and restructuring initiatives, including in a listed environment on the Frankfurt Stock Exchange. My aviation background covers specific areas such as network strategy, aircraft and engine procurement, fuel and foreign exchange hedging, route profitability, cost control, transformation, and mergers and acquisitions. I am a passionate aviation enthusiast, both personally and professionally.
I'm currently in my eighth year as the CFO of the ASX-listed SunRice Group, overseeing all aspects of finance, strategy, governance, and compliance for a business with a market cap of over AUD 1.2 billion. My experience to date provides me with a breadth of knowledge that helps me to effectively serve the Virgin Australia Board and all of you, our shareholders, whether that's in the details or at 30,000 ft. Qatar Airways remains a proud long-term and cornerstone shareholder in Virgin Australia and is committed to supporting the continuation of a strong and sustainable partnership. I look forward to working with my colleagues and our very capable management team to ensure Virgin Australia's continued success and to deliver long-term valuations for our shareholders. Thank you for considering my nomination today.
Thank you, Dimitri. Our shareholders who are present in the room, if they have any questions on the election of Dimitri. If there are no questions from shareholders attending in person, I'll ask Penny if there are any questions online or via the phone line.
We have received a question from Stephen Mayne. His question is, who does Dimitri report to at Qatar Airways? Have there been any examples where Dimitri has had to leave a Board Meeting or not be provided information due to sensitivities? Was Dimitri's appointment a negotiation where our board had to agree, or did Qatar have a right to appoint whoever they liked?
I'll deal with parts of the second question first. In relation to has Dimitri ever had to leave a Board Meeting? On occasions, that has occurred. There are commercial operations between Virgin Australia and Qatar where there could be a conflict or a perceived conflict of interest. When those matters arise, we ask Dimitri to withdraw from the Board Meeting. Those situations do not arise very frequently, but when they do, we have a proper corporate governance process in place to ensure that we deal with those conflicts. In relation to reporting, Dimitri, would you like to comment?
Yes, thank you, Chair. That would be to the group CEO and the group CFO of Qatar Airways from a reporting line perspective.
Sorry, and his other question was, was Dimitri's appointment a negotiation where our Board had to agree, or did Qatar have a right to appoint whoever they liked?
Strictly by the agreement. I believe that Qatar could appoint who they like, but in practice, that is a process where we have a discussion with Qatar about the sorts of skills that we would like to see on the Board, the nature of that person, and come to an agreement.
Thank you. There have been no further questions, Chair.
Thank you, Penny. Congratulations, Dimitri. We now move to the next item of business. The next director standing for re-election is Warwick Negus. The proposed resolution for Warwick's re-election and proxy position is shown on the screen. With Warwick abstaining, the directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. Warwick was appointed to the Board on the 3rd of January 2017 as a Non-Executive Director and nominee for the Virgin Group. Warwick is a Member of the Remuneration, Nomination, People, and Culture Committee and brings deep experience in governance, investment, and strategic leadership from a variety of industries to the board. Some additional details on Warwick are set out in the notice of meeting. Now I'd like to welcome Warwick to address the meeting.
Finally, thank you, Chair, and good morning, shareholders. Today, I am seeking your support for re-election as a Non-Executive Director of Virgin Australia, and as mentioned by the Chair, I've been nominated as a Director by the Virgin Group and Sir Richard Branson. Sir Richard and the entire Virgin family are immensely proud of what Virgin Australia has achieved and even more excited for what's ahead. The brand globally continues to go from strength to strength in hotels, cruise lines, and more recently, as a competitor to Eurostar, breaking a 31-year monopoly on high-speed rail between the U.K. and Europe. This underscores the Virgin spirit, challenging the status quo and bringing consumers more choice, better value, and a better experience. Virgin Australia continues to embody that same spirit.
It's a vital competitor in the Australian market, ensuring choice, fair prices, and connectivity for travellers, while using the power of the Virgin brand to change business for good. Being an effective director of the company requires sufficient experience and time in order to support management in the execution of strategy. I've been a Director of Virgin Australia, as the Chair said, since January 2017, through successive leadership and strategies. I'm currently the Chairman of Dexus, a leading Australian real estate company, and I retired last month as the Chairman of the Bank of Queensland. I do not have any other ASX-listed company involvements, but I'm also the Deputy Chancellor of the University of New South Wales. I do have the breadth of experience as a Company Director and with this company in particular to add value at the Board table as we assist in the company's continued success.
As shareholders, you should have full confidence in Virgin Australia's Strategy and Leadership team. Their focus on a strong, stable domestic business, complemented by smart international partnerships, has positioned the airline for sustained profitability and long-term success. Sir Richard remains an enthusiastic shareholder of this company. I'm excited to participate in the next phase of growth of this company, and I hope that today you will give me your continued support. Thank you.
Thank you, Warwick. Our shareholders who are present in the room, if they have any questions on the re-election of Warwick. As there are no questions from shareholders attending in person, I'll ask Penny if there are any questions online or via the phone line.
Yes, we've received several questions from Mr. Stephen Mayne, and I'll do it in three sections. His first questions, what is the legal and contractual basis on which Virgin Group has a nominee director on this Board? Is this connected with the use of the Virgin brand, or is it linked to the size of Virgin Group's shareholding?
The right that Virgin Group has to appoint a Director on the Board comes via the trademark licensing agreement, not in relation to any shareholding that the Virgin Group have.
His next question, how is it fair that Qatar and Virgin Group both get one seat on the Board when Qatar's shareholding is so much larger?
I think that goes to the point that I just made, that the right to appoint a Director held by Virgin Group is not in relation to their shareholding at all. It's in relation to the trademark group and the use of the Virgin name.
Mr. Mayne's final question on this resolution, also, what is Warwick's history with Richard Branson?
I think Warwick did go into some of that in his short address, but Warwick, perhaps you might like to make any other comments?
I first met Richard in 2001 in relation to the original capital raising for Virgin Blue, so I've known him for about 25 years.
No other involvement.
Thank you. There are no further questions.
Thank you, Penny. Congratulations, Warwick. We'll now move to the next item of business. The next item of business is the adoption of the Remuneration Report, which commences on page 61 of the 2025 Annual Report. The proposed resolution and proxy position for the adoption of the Remuneration Report is shown on the screen. The directors recommend shareholders vote in favor of the resolution. If voting today, please cast your vote. While the vote on the Remuneration Report is advisory only, it provides an important indication to the directors as to whether there are any concerns about the company's remuneration policies. Your directors are committed to considering any such concerns in terms of the remuneration policies going forward. Our shareholders who are present in the room, if they have any questions or comments on the Remuneration Report.
As there are no questions from shareholders attending in person, I'll ask Penny if there are any questions online or via the phone line.
Yes, we've received some questions from Mr. Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including this Remuneration Report, please advise the ASX how many shareholders voted for and against each item, similar to with a scheme of arrangement. This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncorp, Tabcorp, Myer, Flight Centre, Stockland, and even our own share registry provider, Computershare, have all voluntarily provided this data at their most recent AGMs. You've got the data, so why not let the sun shine in?
I can say this is not a matter that we have considered at this point, but we shall take Mr. Mayne's request on Board.
We have no further questions, Chair.
Thank you, Penny. Now that concludes the formal business of the Meeting. I will now invite any general questions or comments from shareholders. If you have a question, please approach the microphone for those that are here in the room. As there are no questions from shareholders attending in person, I ask Penny if there are any questions online or via the phone line.
Yes, Chair, we have received several questions. Our first question is from Mr. William Pete and Mr. Adam Sasinowski. The question is, what steps are the Board taking to improve long-term shareholder value?
I think that we have addressed that through our various addresses and speeches earlier, but to summarize it, I think we can say that, firstly, we've developed a new business strategy. We also have a very strong focus on delivering an excellent service to our client group, our guests across Australia, and we have a laser-like focus on keeping costs constrained to a sustainable basis. Perhaps I could hand over to our CEO to deliver on that.
Yeah, I would just reiterate what Peter said. We have a clear strategy and a clear set of target customers who we think we can win with, and we continue to drive success through that strategy, through strong execution and discipline, focusing on only investing shareholders' money where they can get a return and where we have competitive advantage. That is how we are running the business.
Our next question comes from Mr. Louis Blackwell. His question is, do you expect the average fleet age to be lower at the next AGM?
David, would you like to answer?
Yes, we do. We are in the process of taking 17 new aircraft during this fiscal year, and the majority of those are replacing retiring aircraft with higher ages, particularly our F-100s and our Airbus 320s in Western Australia, but also some of our older 737-800s. Yes, I expect the fleet age to drop.
We have another question from Mr. Louis Blackwell. Your domestic competitor recently experienced a major data breach. What investments are you making into cybersecurity to ensure that this doesn't happen to Virgin Australia?
I can say that cyber risk is an item which the board and management take incredibly seriously. It is a standing item on our audit and risk committee agenda, and the head of cyber risk for Virgin Australia is attending those meetings and at every meeting addresses the committee about the actions, plans, and risks that we have in place. Dave, perhaps I could hand it to you to answer further.
Yeah, what I would say is that we have a multi-year plan and continuing investment across multiple areas to reduce our cyber risk and protect the company as best we can, recognizing that the environment is dynamic and the cyber risk continues to escalate, and there are always risks that can never be controlled, but we are doing everything we can and everything reasonably possible to keep our guest data safe.
Our next question comes from Mr. Stephen Mayne. The Queensland Premier, Peter Beattie, did a deal with Sir Richard Branson 25 years ago to secure Virgin Blue's head office for Queensland when the airport was first launched. Is our company still bound by that agreement, or would we be free to move the head office to Sydney or Brisbane if we wanted to? Does it make sense for the airline to be based in Brisbane, and are we receiving any ongoing incentives from the Queensland government to retain the head office in Brisbane?
We do have an ongoing relationship with QIC in Queensland, but we have, over the last 20 years, but certainly over, again, particularly over the last five years, established Brisbane as our head office. We have a lot of our people are based here, and it is operating successfully. We have no plans to, we are now considering no plans to move our head office.
We have no further questions, Chair.
Yes, please go to the microphone.
Thank you, Mr. Chairman. Simon Green is my name. New shareholder, Mark II.
Welcome.
Thank you. A shareholder, Mark I. A comment briefly, I love Virgin Australia. I thank you for your culture, and I have thoroughly enjoyed my 10 or so year journey with you. My question revolves around dividend or a dividend policy. I notice in June 2023, some AUD 300 million was paid as dividends to shareholders, AUD 25million, AUD 4 million, can't remember, AUD 100 million. There is no proposed final dividend. I guess the question is why, and then do you foresee future dividends or have a dividend policy moving forward?
Thank you for your question. As we set out in the prospectus, we have a capital management framework, and the priorities of our capital management framework is firstly, any surplus funds that we produce through, primarily through profits, firstly go to strengthen our balance sheet to ensure that we will maintain a strong balance sheet going forward. The second priority is to look for additional investment opportunities where the returns from those investments will exceed our cost of capital and produce a profit for the firm. Our third option, third priority then is to return surplus funds to shareholders via either making payments of dividends or share buybacks as another option.
Now, at the moment, we are in the process of strengthening the balance sheet, and we have some, as you will have seen from our reinvestment plans, investment opportunities right at the minute, so we have no plans for a dividend in the immediate future. Like you, most of our shareholders have a strong interest in seeing a cash return on their investment, and it is a priority with the Board. We fully recognize that, but our ability to pay a dividend will be in line with our capital management frame, which we will try to explain. Thank you for the question. As there are no further questions, I will now give shareholders a final opportunity to cast your votes. For those attending online, please submit your votes through the online platform.
In-person attendees need to complete and lodge your green or blue voting cards in the ballot boxes, which will now circulate by the Computershare team. I think everyone's polls of voting cards have been collected. Just checking one last time. Thank you for your attendance here today. I declare the poll closed. After the votes have been counted, the results of the polls will be announced to the ASX and published on our website. I thank shareholders for your participation and support. For those of you here in person today, please join the directors and members of the executive leadership team outside for refreshments. We would certainly love to have a chat with you, and please come and join us. Thank you again for attendance today.