Ventia Services Group Limited (ASX:VNT)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2025

May 22, 2025

David Moffatt
Chairman, Ventia Services Group Limited

Good morning. I'm David Moffatt, Chairman of Ventia Services Group Limited, and I'd like to welcome you to our annual general meeting today. Before we begin, I'd like to respectfully acknowledge the traditional custodians of country. We pay our respects to them, their cultures, and to their elders, past and present. I speak today from Ventia's office in Cremorne, in the city of Yarra in Melbourne, which stands on the traditional lands of the Wurundjeri people of the Woi Wurrung language group. I also want to take the opportunity to recognize and to celebrate the culture of New Zealand, where our teams respect and engage with local iwi and communities across the country every day. I will now address some procedural items, given that we are meeting in a virtual environment.

I and my fellow directors value the opportunity to engage with all our shareholders at today's annual general meeting, and we do encourage you to ask questions or provide feedback. Shareholders and proxy holders can vote and ask questions in real time via the Computershare online meeting platform or via the telephone if you'd prefer. Step-by-step instructions on how to submit questions and participate in the meeting are outlined in the online meeting guide on Ventia's website. The online question platform is now open, and I'd encourage shareholders to submit their questions at any point during the AGM. If, for whatever reason, you encounter technical difficulties at any time during this conversation, please contact Computershare on the number outlined on this slide, which is also available in the online meeting guide on our website.

I am told that we have a quorum, so I'd like to formally declare the meeting open. All resolutions before the meeting today will be decided by way of a poll. I now declare the poll open and will keep the poll open so that you can vote at any time during the meeting. Consistent with our number one promise of safety and health above all else, I'd like to start, as we usually do, our meeting today with some comments around safety. I'd like to share some insights on our recent efforts during Cyclone Alfred, which struck parts of the New South Wales coast and Queensland in March this year, very similar to the conditions that we're having at the moment up on the New South Wales north coast.

Given the scale of our work in these areas, the cyclone had the potential to have a significant effect on our customers and employees. Fortunately, our advanced planning enabled us to prepare, to mobilize, and to secure people and vital infrastructure well before the cyclone arrived. Our comprehensive efforts included deploying more than 60 employees to assist Energy Queensland in restoring electricity to the impacted regions, making more than 500 deployments to ensure communities remained connected to telecommunications networks, handling over 300 significant road and tunnel incidents. During that time, we successfully mobilized our new four-year contract with Southeast Queensland Water, which received very positive customer feedback. Importantly, we managed to keep our people safe through the cyclone with no serious injuries, and many of our customers recognize that we went well and truly above and beyond in the delivery of our services.

I will now introduce our directors who are here with me at our Melbourne office in Cremorne today. I'd like to start on my immediate left. We have Sybil Krieger, who joined the board in October 2021. Sybil has over 40 years' experience as a commercial lawyer, economic regulator, and non-executive director across a broad range of companies. Next to Sybil is Jeff Forbes, who joined the board in October 2021. Jeff is a seasoned CFO, chair, and company director with over 30 years' experience in mergers and acquisitions, equity and capital markets, and project management. Next to Jeff is Lynne Saint, who joined the board in October 2021. Lynne has broad financial and commercial experience from a global career, including roles as the Chief Audit Officer and the Chief Financial Officer. On my far left is Damon Rees, who joined our board more recently in July 2023.

Damon is a business leader with more than 20 years' experience driving transformational change, organizational performance, and customer outcomes, particularly in a digital and an IT environment. To my right, we have our Company Secretary, Jill Hardiman, who joined Ventia in 2024 and has more than 20 years' secretariat and corporate governance experience. Next to Jill is our Managing Director and Group CEO, Dean Banks. Dean joined Ventia as Group CEO in January 2021 and was appointed by the board as Managing Director in June 2022. Dean will speak shortly on the company's performance and outlook. On my far right, we have Anne Irwin, who joined the board in October 2021. Anne is a New Zealand-based professional director with experience in a range of public and private sectors. I am standing for re-election today, and I will speak to my re-election a little later in the meeting.

Let's move now on to some formal statements. The following statements have been lodged with the ASX and the NZX. Before I go into further detail on our business performance, I want to address an important governance matter. In December 2024, the Australian Competition and Consumer Commission commenced civil proceedings against Ventia in the Federal Court. This matter is being taken very seriously by the Ventia board and management team. Based on the information that we currently have, we plan to defend the claims and do not believe that there has been any misconduct by Ventia or its employees. Our conduct and associated governance are critical to our success. Ventia is totally committed to ethical business practices and seeks to uphold the highest standards of governance and risk management at all times. 2024 was another year of solid financial and operational performance for the company. Ventia has significant scale.

Our workforce consists of over 35,000 people working across 400 sites in Australia and New Zealand. Over 40% of our employees operate in a rural or regional environment. Through implementing our purpose to make infrastructure work for our communities and our strategy to redefine service excellence, we have gained great momentum in 2024. The collective efforts of our workforce saw us achieve our highest contract renewal rate of 92% across our business. Now to performance. In 2024, we achieved higher earnings, higher cash flow, and steady margins. As these graphs illustrate, since our initial listing in 2021, we have demonstrated consistent financial growth. Our total group revenue has increased by 34% over this time. Our EBITDA has risen by 31%, and our EBITDA margin has stayed steady at around that 8.2%, which does demonstrate both resilience and sustained business performance.

NPAT A, a key measure for the business, has grown by an impressive 55% since 2021 and increased by over 12.8% over the last 12 months. Our business operates in an expanding market with very strong tailwinds, a point that we have made at multiple AGMs and multiple investor presentations. According to Oxford Economics, Australia, our addressable market is expected to rise from AUD 83 billion in 2024 to over AUD 100 billion by 2028 at a compound annual growth rate of more than 6%. We have had a lot of room to grow our organic market share, and we will continue to focus on the geographies of Australia and New Zealand, where with our current revenue at around AUD 6 billion and an AUD 83 billion current addressable market, you can see there are many opportunities.

Some market trends supporting our growth include Australia's large and growing asset base, which is expanding through public and private sector investment in infrastructure. This is a long-term trend that will continue to accelerate and be great for our business. As Australia and New Zealand's populations grow, new infrastructure projects are becoming more necessary as cities and regional centers expand, another great trend for our business. The energy transition is also a long-run driver of our market. Significant investment in energy infrastructure is creating more work for Ventia, especially across solar, wind, geothermal, and hydropower. The substantial shift in digital infrastructure and the demand for connectivity is supporting growth in our telecommunications business. Ventia is fundamentally a people business, and we are committed to fostering a fair, inclusive, and respectful workplace.

In 2024, we achieved our HESTA 40-40 objectives of executive leadership team, which now reached 50% female participation, 43% women participation on our board, as you can see, both up from the previous year. Across our business, our female participation is 31%. We acknowledge that we still have a way to reach our ultimate target of 40%. We continue to work on a range of initiatives to achieve that objective. In 2024, we launched our Women's Participation Action Plan, which includes actions to help us develop, retain, and attract women across our workforce to help us collectively reach that objective that I spoke to a minute ago. We are committed to developing future leaders. This year, our award-winning graduate program placed 38th in the Australian Financial Review's top 100 graduate employers list in 2024.

I have met many of these graduates, and it is a real joy to see the enthusiasm that they have for our company and what a great opportunity that is for us working with them in the future. We are very proud to again be recognized as a 2024-2025 inclusive employer by the Diversity Council of Australia. To attract future employees and create a genuinely data-driven organization, we are focused on enhancing our data capabilities and our digital systems. To do this, we are modernizing and innovating our systems to become more competitive, resilient, and adaptable in a rapidly changing digital environment. In 2024, Ventia introduced its Responsible AI Framework to offer a vision for safely and ethically delivering AI-driven insights. We have created and evaluated several Ventia AI technologies in this regard.

Among these is a GenAI tool that makes our bid process more streamlined, more efficient, and indeed better outcomes for harnessing the vastness of the Ventia databases. We have also continued to strengthen Ventia's cybersecurity, including developing strong ties with the Australian government and the relevant industry partners on cybersecurity to best protect both Ventia and its customers and indeed the communities in which we operate. Now to our work on sustainability. As a leading essential services provider, it is our responsibility to set the standard on sustainability. Our Climate Transition Action Plan, which you can see on this slide, sets out our activities to reach our target emissions milestones and achieve our science-based targets by 2030. Since 2021, we have reduced our Scope 1 and 2 emissions by 21.3%. By 2030, we want to reduce those by 42%.

To achieve our goals, we will continue to transition our fleet to electric and hybrid vehicles. We will utilize more green power, solar and renewable energy, and switch to lower carbon goods and services as they become available. However, we want to acknowledge that achieving material reductions in our Scope 3 emissions is the most challenging for our emissions outlooks and targets. We will approach this challenge by bringing best practices, ideas, and innovation to our supply chain and our customers, seeking year-on-year improvements as we go. Our strategy and capital allocation frameworks have delivered consistent and growing returns for shareholders. We again declared a dividend of 75% of our NPAT A to shareholders for the 2024 year, which amounted to a total dividend of AUD 0.1998, an increase of 12.8%. Our balance sheet is strong, and it supports both near and longer-term growth opportunities.

As our full year results, we announced that the board and the management team determined that AUD 100 million on-market buyback in 2025 would be the most efficient way for us to distribute excess capital to investors. I am very pleased to report that this is successfully underway and that we are now more than two-thirds complete on that objective. Finally, I want to thank our shareholders, our customers, and the communities that we serve, and the whole Ventia team on behalf of the board. I would now like to welcome Dean Banks, our Group Managing Director and CEO, to the lectern. Thank you very much.

Dean Banks
Managing Director and Group CEO, Ventia Services Group Limited

Thank you, David. I would also like to extend a warm welcome to everyone joining us on the call today. I am Dean Banks, proud and privileged to be the Managing Director and Group CEO of Ventia. 2024 was a successful year for Ventia, demonstrated by strong financial performance and operational outcomes. Our revenue increased by 7.6% to AUD 6.1 billion. EBITDA rose by 7.3% to AUD 499 million, and our margin remained stable at 8.2%. NPAT A increased by 12.8% to AUD 228 million, yielding an outcome just above our original guidance. Our cash conversion rate increased to 91.4%. Our balance sheet is strong, and we continue to diligently apply our capital to aid our growth ambition. Now let's take a look at the performance of each of our sectors. Our defense and social infrastructure business delivered 42% of total group revenue, achieving top-line growth of 9% year-on-year with key contract renewals announced for Homes, New South Wales, and Defense Firefighting Services. Infrastructure services made up 22% of total group revenue, increasing by 0.8% to AUD 1.3 billion.

This increase is a consequence of stronger work volumes in our energy, water, and renewables business, which was offset by revenue reduction in our resources and industrial services business. Our telecommunications business accounted for 26% of group revenue, rising 15% annually to AUD 1.6 billion, with core carrier operations alongside increased revenue in defense and space adjacencies driving significant growth in revenue. The telecommunications team also secured new long-term contract awards with Telstra and nbn. Our transport sector is our smallest sector, accounting for 10% of group revenue. The sector enjoyed growth from Transurban Queensland and Smart Motorways, offset by operational and contract award delays. I would also like to reiterate the strong pipeline of work won, but not yet commenced, for Northeast Link, Western Harbor Tunnel, and Torres to Darlington, all scheduled to deliver revenue post-construction.

Our work in hand grew an impressive 6.7% in 2024, raising to AUD 19.4 billion, our highest level since listing. I'll touch on a few significant contract wins. We've received an AUD 564 million firefighting contract from Defense in August, with extension options potentially offering contract tenure through to 2030. In August, we also secured a 10-year contract with Southeast Queensland Water, valued at AUD 220 million, to provide asset lifecycle services for the Gold Coast Water Networks. In December, we were awarded an AUD 2 billion five-year contract with Telstra, which covers the design, construction, and maintenance of Telstra's digital infrastructure. This contract tenure illustrates our solid strategic partnership with Telstra, which has spanned over 30 years. In 2024, we renewed or signed new contracts totaling more than AUD 5.4 billion. Our strategy to redefine service excellence is critical to our success.

It drives our business culture and clearly sets out the standards we strive to achieve across our organization. Our emphasis on being customer-focused, innovative, and sustainable produces measurable and beneficial results for the communities and customers we serve. A great example of the trust placed in Ventia by our customers is our contract renewal rate, which hit 92% in 2024. Last year, we introduced a pilot, Voice of the Customer Survey, in which we received more than 90 survey responses from 60 of our most important customers. Earlier this year, we built on that successful pilot, launching our customer survey on an enterprise-wide basis to further capture, promote, and respond to the voice of our customers. I will provide further analysis from this customer survey in our forthcoming half-year results presentation.

As discussed, customer focus is the first pillar of our strategy, and recent contract award from nbn brings to life the importance we place on building long-term strategic partnerships. We have been a strategic partner to nbn for 15 years, and earlier this year, we signed a five-year contract. This new agreement sees Ventia providing maintenance and customer activation services across the nbn Fixed Line Network, including all of Queensland, New South Wales, ACT, and Tasmania, supporting nbn's field evolution strategy commencing around September 2025. This contract award is in addition to three separate nbn on-demand contracts we signed in 2024, which encompasses the installation of the new nbn broadband infrastructure. Securing these contracts demonstrates our ability to meet the evolving needs of nbn. Innovation is the second pillar of our strategy and plays a significant role across our business.

Earlier this year, we unveiled our new forward-thinking innovation platform called Venspark. The ideas platform is powered by AI and is a simple and scalable way of unlocking employee ideas across our organization. This new platform enables us to better engage our workforce and promote best practice ideas. The platform has only just been launched, so it's still early days. That said, we are excited about this potential. This systemized approach can contribute towards continuous improvement, and I look forward to updating you on some of the ideas that emerge. Now, our final strategic pillar, sustainability. I'd like to highlight one of our environmental initiatives aimed at helping our communities to meet their sustainability objectives. Ventia has been actively engaged in the remediation of PFAS for more than a decade.

The objective of our remediation works is to help our customers restore the environmental values of soil, sediment, surface water, and groundwater. Ventia has remediated over 350,000 tons of PFAS contaminated soil and over 300 million liter, or 120 Olympic-sized swimming pools, of PFAS contaminated water. The remediation of PFAS is a challenging and complex problem. Ventia is one of a limited number of providers offering this service in Australia. This is a great example of how Ventia differentiates itself by bringing skills and expertise to address our customers' needs. This expertise helps us demonstrate our points of difference when we bid for new work. Looking ahead, we remain committed to delivering long-term value for our shareholders. We continue to see tailwinds across our addressable market, a growing pipeline of work in hand, strong renewal rate, and strategy to redefine service excellence, our key metrics of our value proposition.

Our diversified portfolio continues to deliver stable and growing financial outcomes, including exceptionally strong cash conversion. Given this positive outlook, I reaffirm our 2025 guidance range for NPAT A growth of 7%-10%. Finally, I would like to offer my sincere appreciation to everyone who helps contribute to Ventia's success: our board, employees, subcontractors, suppliers, customers, and shareholders. I'll now hand back to you, David. Thank you.

David Moffatt
Chairman, Ventia Services Group Limited

Thanks very much, Dean. As always, a comprehensive review and a great performance by the company. We are very proud, as a board, to have Dean leading our organization. I would now like to turn to the formal items of business for this meeting. The items of business are set out in the notice of meeting, which is available on the ASX and the NZX sites, Ventia's website, and online meeting platform for today's AGM.

In the interest of time and to ensure we spend as much time on questions as possible, I'm going to deal with all of the items of business at once and then take questions on all of the items of business. Shareholders are again encouraged to ask questions. Michael Stretton from Computershare is the returning officer for the purpose of conducting and determining the results of the poll. The results of the poll will be announced to the ASX and the NZX later today. Before we look at the items of business in detail, this slide now on the screen shows the votes that have been received to date on each resolution. I'll just give you a second to scan each of those. The board recommends that shareholders vote in favor of each resolution.

I will take the notice of meeting as read, and I note that in summary, the matters to be dealt with will include, firstly, to receive and consider the financial report, the Director's report, and the auditor's report for the financial year ended the 31st of December 2024. There is no vote on this item. These reports were published in the 2024 annual report released to the ASX and the NZX and posted to those shareholders who did request a physical copy. Of course, it's permanently available on the Ventia website. Shareholders have also had the opportunity to review the 2024 report in the interim, and I hope that does lead to some questions for us today. I'd like to advise that our independent external auditor, Ms.

Harriet Fortescue, a partner at Deloitte, is here today and, as always, is available to respond to questions in relation to the conduct of the 2024 audit. Next, we have a vote on the remuneration report for the year ended the 31st of December 2024. The remuneration report commences on page 96 of our annual report, just for those that would like to turn to that. While the vote on this matter is advisory and will not be binding on the board or the company, we consider shareholders' feedback most important and important in our ongoing remuneration decisions. We thought it would be helpful to provide some insight into the structure, the rationale, and the outcomes of the company's remuneration framework and how that supports and creates long-term sustainable value for our shareholders.

Now I would like to call upon Sybil Krieger, the Chair of our People and Remuneration Committee, to speak about the 2024 remuneration report. Following that, Sybil will act as the meeting Chair while I stand for re-election. Sybil, thank you very much.

Sibylle Krieger
Independent Non Executive Director, Ventia Services Group Limited

Thank you, Chairman, and good morning, shareholders. As Chair of the People and Remuneration Committee, I appreciate the opportunity to discuss our remuneration framework, company performance, and reward outcomes for FY 2024, along with the outlook for FY 2025, including the grant of share appreciation rights to our Managing Director. Our remuneration framework at Ventia aligns with our strategic objectives and with shareholder interests. With external advice, we designed a balanced system that rewards performance and long-term value creation. Fixed remuneration is set at the median of relevant comparators and benchmarked by independent advisors to ensure competitiveness and equity.

A critical component of our remuneration structure applicable to our senior leadership is variable remuneration, which includes short-term incentives, or STI, and long-term incentives, or LTI. The STI requires the achievement of challenging targets, including safety, sustainability, and financial performance. This incentive is delivered partly in cash and the remainder in deferred share rights. The annual LTI grants are in share appreciation rights, or SARs. These align executive interests with long-term business growth and shareholder value. SARs are tested over three vesting periods after two, three, and four years against a return on equity threshold of 15%, delivering value to the executive only if the share price grows. Our approach ensures that the span of our remuneration framework is consistent with the nature and cadence of our business. It has received strong shareholder support. Ventia's strong financial performance in 2024 reflects the dedication of our management team and employees.

Our STI and LTI outcomes are closely tied to company performance and to shareholder outcomes. Revenue grew by over 7%, and NPAT A, I should say, increased by over 12% compared to FY 2023. Cross-selling generated over AUD 115 million in revenue, and carbon emission intensity reduced by over 10%. Safety, as the Chairman has already said, is our foremost priority. As you are aware, a year ago, most sadly, we lost a New Zealand colleague in a workplace fatality. We understand clearly that shareholders have an interest in the remuneration consequences of a workplace fatality. The Board gave careful consideration to the facts, the investigation outcomes, and exercised its discretion by reducing the FY 2024 safety measures to zero for all employees eligible to receive an STI. That is some 280 people. The FY 2024 STI landed at 51.9% of maximum opportunity, or 77.9% of target, reflecting challenging targets set by the Board.

In addition to STI outcomes between 31 December 2021 and 31 December 2024, our share price grew by 80%, creating significant shareholder value. FY24 LTI initial grant targets were AUD 20.9 billion for work in hand, 92.5% for cash conversion, and 7.5% for earnings per share CAGR. FY24 SARs will be tested in three tranches before any shares can vest. Executive fixed remuneration adjustments for FY 2024 were moderate, with no increase in non-executive director fees. Item four in the notice of meeting seeks approval for a grant of SARs to Dean Banks for his FY 2025 LTI. The number of SARs is calculated as per our LTI framework, with vesting dependent on three-tranche testing and share price increase over the vesting periods as previously described. The resolution is included for today's meeting for transparency.

It is only formally required if shares ultimately vesting are issued by the company rather than acquired on market. Looking ahead, the board has approved moderate increases to executive fixed remuneration and also to non-executive directors' base fees for FY 2025. No change will be made to the Chairman's fees at his request. The increased fees remain within the AUD 2 million maximum fee pool approved by shareholders four years ago. The board does not plan substantive changes to the STI and LTI structures for FY 2025 but has updated the STI safety measures to focus on TRIFA. Administration of STI and LTI plans has been reviewed to enhance efficiency and to facilitate earlier reporting of outcomes. The board reviewed the LTI targets for FY 2025 to ensure that they incorporate appropriate performance stretch. As a result, the earnings per share target has been increased to 9.5% CAGR from 7.5% in FY 2024.

The cash conversion target remains at 92.5%. As for work in hand targets, given their commercial sensitivity, details will be provided retrospectively in the FY 2025 remuneration report. These revised targets were applied in calculating the SARs grant to Dean Banks, as described in item four of the notice of meeting. In conclusion, the outcomes of the first STI and LTI share vesting since our IPO in 2021 confirm that the variable remuneration framework is functioning as designed and as intended. Together with my fellow non-executive directors, I thank you for your ongoing support and commend our recommendation report to you. I'll be happy to address any remuneration-related questions you may have. The next item of business for today's meeting is the re-election of our Chairman, David Moffatt. David is the only director standing for re-election today. I'll now ask David to address shareholders in relation to his re-election and immediately afterwards to resume chair of the meeting. Thank you.

David Moffatt
Chairman, Ventia Services Group Limited

Thank you very much, Sybil. I have had the privilege and indeed the joy to be chair of Ventia Services Group since it listed in 2021. I have also been a previous CEO and executive chair of Ventia, joining the business initially in December 2014. Today, I am standing for re-election as a director for a further three years and with the board's continued support to continue serving as the chair of your company. I currently serve on the nominations committee, the audit and risk and compliance committee, the business development and digital committee, and the safety and sustainability committee.

For over 40 years, my professional life has had me living and working in four countries and seven cities for businesses in the financial services, telecommunications, industrial, and critical infrastructure sectors. I believe that this diversity of life and business experience and my time at Ventia, which has included some of the following areas of involvement: firstly, the key people decisions, notably the appointment of Dean Banks as Managing Director and Group CEO and the board; the development of the company's risk and governance frameworks and committee structure; the transformative broad spectrum acquisition and its successful integration; the listing of Ventia on the ASX and the NZX; the development and the evolution of the company's strategy to meet the needs of our customers and the communities that they serve; and perhaps most importantly to me, the co-stewardship of the company's values and culture whilst creating long-term shareholder value.

Now, I believe that these do support my candidacy and demonstrate my capacity to continue to contribute as a director of your company. In closing, with shareholder support for my re-election, I remain absolutely committed to Ventia's noble purpose of making infrastructure work for our communities and to my role as an independent non-executive director and Chair of the Board in continuing the strong financial performance of your company. Thank you very much. I will now resume as Chair of the meeting. The next item of business is seeking shareholder approval for the grant of securities, being share appreciation rights for Dean Banks, Ventia's Managing Director and Group CEO under Ventia's long-term incentive plan. The Board considers that Ventia's executives should be remunerated in a manner that aligns totally their interest with those of Ventia's shareholders.

Granting share appreciation rights under the long-term incentive plan seeks to encourage and reward long-term sustainable performance and shareholder value creation. Details of the performance hurdles and the other terms, the key terms of the grant, are set out in our notice of meeting. Before we move to questions, I confirm that there are some voting restrictions that apply to the matters before today's meeting. These are set out in the details of the notice of meeting. As Chairman, I will vote all undirected proxies in favor of all resolutions before our meeting today. The poll remains open, and you can vote at any time until the close of the polls towards the end of the meeting, and I will certainly give you some notice of that.

The final results of the polls will be provided to the ASX and the NZX today and will be available on the company's website. I would now like to move to taking questions from shareholders, and I remind you that these can be written questions submitted either before the meeting. For those shareholders who've lodged those, they can be lodged online today, and they can also feel free to prosecute a question on any of the matters before the meeting today, any matters of business before the meeting today. I will also take verbal questions from the telephone line as required. Where written questions have been submitted, I'm going to ask Em Hogan, our Group Executive for Strategy, Digital, and Corporate Affairs, to just read them out to the meeting so that everybody can hear the full question in the interests of disclosure.

As chairman, I'll determine whether I'm best to answer that question or whether I'll ask Dean to answer the question or indeed one of my board colleagues or even the external audit partner if that's appropriate. I will now open the meeting to questions. Em, do we have any questions, please?

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

We do. Thank you, Chair. Our first question is from Mr. Stephen Maine. He would like to know, how much does it cost us to maintain a secondary listing on the New Zealand Stock Exchange, and have we thought about unwinding this similar to the way that Fonterra recently did? What proportion of the register is owned in New Zealand, and what proportion of trading goes through the NZX? There are very few Australian-based ASX-listed companies which maintain a secondary listing in New Zealand. Why do we, when they are a governance backwater, which does not mandate remuneration report voting?

David Moffatt
Chairman, Ventia Services Group Limited

Thank you for your question, Mr. Maine. Roughly 10% of Ventia's revenue—I'll go to the last part of your question first. 10% of Ventia's revenue is driven by our New Zealand business. The reason we have maintained a listing there is because we feel it is important for our brand and our presence in the New Zealand market. It is a critical market for us. We employ a lot of people over there, all of our sectors are represented there, and we have growth ambitions in New Zealand. That is the strategic backdrop to the why. Indeed, we have only at this stage around 4%, a little bit less, of our stock that is owned in New Zealand. As you know, to your question, that does trade mostly on the ASX.

I can see your point of view and the case for it. We don't really look at it as a cost more than as a branding exercise. It's not terribly expensive to hold that listing. More importantly, it suits our broader strategic purpose. Of course, these are things that need to be considered by the board at all times. They're not static, never say never. We are open to thinking about challenges like the one that you've put down. For the time being and for the foreseeable future, New Zealand will remain a key market for Ventia, and we do see value as a board and an executive team in our New Zealand listing.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Thank you, Chair. The next question is from the New Zealand Shareholders Association. A small disclosure point in relation to the annual report, but going forward, will the company improve disclosure as to whether the lead audit partner is rotated every five years as required by the NZX-listed rules or if the audit firm is rotated every 10 years? We, the New Zealand Shareholders Association, also would expect disclosure of the appointment dates of the lead audit partner and audit firm, as is best practice, to improve transparency for investors.

David Moffatt
Chairman, Ventia Services Group Limited

Yes. I mean, a very fair question, and thank you for the question. We note your suggestion, and indeed, we comply with the ASX regulations on this, and we have a policy about audit partner rotation, which happens to be five years. Indeed, we are thinking through that transition at the moment and working with our auditors on it. Of course, we agree with the point about a disclosure. We will certainly consider additional disclosures in our 2025 Directors Report to your specific question. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Another question from Mr. Stephen Maine, who says, "I was impressed with how across the detail Ventia Chair David Moffatt was in explaining the issues behind ISS generating a 15% vote against the CEO's LTI grant at last year's AGM over concerns about the two-year performance period and the payment of dividend-equivalent rights to CEO Dean Banks. A similar thing happened in 2023 with a 9% LTI grant protest vote generated by ISS over similar issues. What changes, if any, did we make this year, and how hard did we try to get ISS over the line to recommend in favor? Thank you for disclosing the proxies early showing just a 3% vote against the REM report, but 16.7% against the CEO's LTI grant. What role did ISS play in these voting outcomes? Is it a case of rinse and repeat from the past two AGMs?

David Moffatt
Chairman, Ventia Services Group Limited

Yeah. Thank you, Mr. Maine, for your question. Maybe a bit more context about proxies generally. Ventia is covered by a number of governance firms, and I'll try and get all of these in order. ISS, as you mentioned, CGI, the New Zealand Shareholders Association is another one of our proxies. I'll just try and think of the rest of them while we're going through. Ownership Matters, ASCI. All proxies, importantly, voted in favor of all resolutions with the one exception, which you note, which is ISS against resolution four. For the reasons that Sybil has explained and as we have explained extensively in the past and have engaged really across our shareholders, we believe that our remuneration framework and its structure is totally aligned to shareholder outcomes.

As a result of that, we've received very strong feedback from our shareholders on our remuneration structure and report, and we believe it is working exactly as designed, as Sybil said. With all of that in mind and to your question, as you know, ISS represents and carries a lot of currency with passive investors. As a result, you are going to get some people who just follow that recommendation. We tried very hard, again, with ISS. Both Sybil and I met ISS. We explained again our remuneration framework, not the first time we've done that, in an attempt to have them see how the total alignment that we believe and that other investors see and other proxy firms see does exist. We were unsuccessful. I think with that as background, it's as comprehensive an answer, Mr. Maine, as I can give you on the topic. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Thank you, Chair. The next question is from Richard Barnes and Alice Barnes, who would like to know, what was the main driver for Ventia being unable to resecure the WOAG contract?

David Moffatt
Chairman, Ventia Services Group Limited

Yes. Thank you very much for your question, Richard and Alice. I'd like to invite Dean to speak to that particular question. Thank you. Thanks, Dean.

Dean Banks
Managing Director and Group CEO, Ventia Services Group Limited

Thank you, David. So WOAG, first of all, stands for Whole of Australian Government. This is a contract that is quite small in terms of revenue terms, but has quite a reach in terms of asset management for government across the geography. Clearly, we're always disappointed when we lose a contract, particularly when we've had feedback throughout the tenure about how well we've performed.

That said, we have many talented individuals on this contract, and we're working hard to reallocate them to other contracts across our business. I would just reiterate, though, the point that I've said in that, obviously, our renewal rate on contracts in 2024 was 92%. And indeed, we ended the year with a record work in hand at AUD 19.4 billion. Clearly, whenever we get feedback on a contract win or a contract loss, there are lessons to be learned. And often, these are multifaceted. In respect of continuous improvement, we'll take on board the feedback from the WOAG contract and seek to improve performance across our portfolio moving forward.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Thank you, Dean. Our next question is also from Mr. Stephen Maine. Best practice is to run a hybrid AGM, not the virtual format, and also to follow the agenda at AGMs, not deal with questions on all resolutions as a jumbled lot. You wouldn't ignore the agenda at board meetings, so please don't do this next year as it disrespects the AGM and reduces focus on the important individual items of business such as the remuneration report, board elections, and the 17% protest votes against the CEO's LTI grant. Will you commit to these changes next year and also embrace scheme-like voting disclosure today, as many other companies now do, to improve voting transparency and respect the tiny amount of retail shareholders who bother to vote? You did this in 2022, but then regressed in 2023 and 2024. Even our own share registry provider got with the program last year. Will you disclose how many shareholders voted for and against all resolutions today?

David Moffatt
Chairman, Ventia Services Group Limited

Thank you, Mr. Maine, for your question. Look, we clearly consider the points that you've articulated in your question. For a whole variety of reasons, we feel that the virtual environment actually achieves the outcomes that shareholders most want, which is access to the company's board, the opportunity to ask questions, and the opportunity for us to transparently explain complex matters like our remuneration report. We feel that the online environment actually allows for a very good interaction, as I think we're having at this particular meeting. At this point in time, we don't propose to change the approach that we've taken in the past, which is each year to consider it. Again, we will go ahead and consider all options for an AGM in future.

I think what we're finding is that the virtual AGM is getting some very good feedback from our investors, maybe not all of our investors, as we acknowledge. I do want to make the point that I hope through the way in which we are answering your questions and other shareholders' questions, that we are doing exactly what the meeting is supposed to do. Of course, we could talk about format as to whether we do them individually or as a job lot. I do think we're very clear in our responses as to what matters they do relate to, and I think we'll continue to be clear. We will do the best that we can, and we will encourage you to continue to come to our annual general meeting and to ask your questions, and we will continue to be transparent in answering them. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Thank you, Chair. Mr. Stephen Maine also says, "It is always a bit embarrassing for a vendor when an IPO delivers a share price which soars way above what retail and institutional investors agreed to pay." Ventia floated at AUD 1.70 in November 2021, and the stock closed at AUD 4.69 last night, giving us a market cap of AUD 3.9 billion. Apollo and CIMIC sold their final 11.7% in November 2023 at AUD 2.71 a share, a 42.2% discount to the current price. It is rare for public investors to buy well from private equity, supposedly the smartest people in the room. So well done to the board and management for delivering this. How much credit does Chair David Moffatt believe he deserves for this? I believe a lot. Finally, index investing is becoming an increasingly important driver of share prices. Please summarise our progress through the various ASX indices since we floated, along with the prospects of further advancement.

David Moffatt
Chairman, Ventia Services Group Limited

Thank you very much for your vote of confidence, Mr. Maine. It is appreciated. If you look at these things in totality, there is a period of time for investors, particularly private equity investors, before an IPO and afterwards. You're quite right that there have been many examples where private equity investors have chosen to maximize their exit. In the case of our shareholders, Apollo and CIMIC, they had received very good returns, very good cash returns while the company was private. Their total returns need to be considered in terms of what they received before they exited and afterwards.

Indeed, we've received excellent well-wishes from both of those shareholders on the performance of the company since, and it is exactly as they had expected it to be. I think the reason that we have been well regarded by the share market and achieved the good performance that has occurred is down to the quality of our management team, the quality of our strategy in meeting customers' needs, and the engagement that we have with our staff in living and prosecuting our values and our brand proposition. This is a holistic response. I don't think it can be attributed to the vital few that sit on the board or any one director. These things require a total team effort, and I am absolutely delighted with the outcomes. As I said, the two exiting shareholders are also delighted.

I think the reason that that is the case is because they always had in mind, and I had conversations with them at the time, that the people that they hoped did well in the Ventia ownership were the shareholders after next. I realize that's quite a rare positioning for private equity, but that is the conversation that we had. Thank you very much. I hope I've answered all the elements that you put into your question. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Another question from Mr. Stephen Maine, who asks, "How are we treating Gavin Campbell and Lena Parker, the two executives named by the ACCC in the litigation against us and Downer, alleging collusive practices on defence contracts? Are both of these named executives still employed by Ventia? Are they on full pay?

David Moffatt
Chairman, Ventia Services Group Limited

Yes. Thank you for your question, Mr. Maine. It does go to the heart of the human condition, which is often understated in these important matters. Whilst there is a set of allegations that have been made, which of course we, as you now know, deny, the human condition is very important in our thinking. We think it is a question of a moral stance on such matters. Of course, we have a moral stance under the law in any type of situation, a moral stance to our customers that needs to be addressed when an allegation of this nature is made, and to our employees, the two named, and I will come back to your specific parts of your question, but also to our culture.

Importantly, everybody who works for the company, all 35,000 people, definitely feel challenged when an allegation like this is made. We have addressed all of those elements. To your specific question, both individuals, both Lena and Gavin, remain employed by the company, and they have full support of the company for the jobs that they are doing. As we have said, we do intend to defend the ACCC's civil actions. The information that we have today, just to restate, is we believe that neither of these employees nor the company, there is any evidence of wrongdoing from our point of view. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

The next question is from Ms. Natasha Lee. She does say she had previously submitted this question in advance, and it seems that we are asking our shareholders to resubmit our questions rather than reading out the question already submitted.

Most companies read out and answer questions in advance. I note there is a focus on the use of AI. I would like to know to what extent that business plans have been prepared and were other options to AI considered since there is a tendency for companies to just jump on the AI bandwagon. Also, have clear targets and hurdles been set to ensure that the AI is performing as expected and will deliver expected benefits?

David Moffatt
Chairman, Ventia Services Group Limited

Thank you. It is a multifaceted question. It is both a governance question and also an executive leadership question. Dean, I might, in the first instance, turn to you on the topic of the first part of Ms. Lee's question. Thank you.

Dean Banks
Managing Director and Group CEO, Ventia Services Group Limited

Thank you, David. Look, I think I always talk about innovation in two forms. First part of innovation for me has been offering the ability through data to be the best-informed management team we can, so therefore we can make the best-informed decisions. Secondly, using technology to try and bring efficiency to our business. I think AI clearly sits in both those camps and is something that we obviously review and look at for opportunities to work smarter in our business and have a more standardized approach to activities in our business. I would say with innovation, it always has two sides. First side is the risk side, which is largely around cyber. Laterally, I think around that innovation piece and opportunity to do things smarter.

In terms of AI, where we've really applied it and we are starting to see advancement is around what we call our projects on a page through our Vensight system, which means now in terms of governance and risk of delivery of projects, we not only have our people looking across it, but we use AI via Copilot to try and create consistency of questioning on projects and also an independent review of project performance that may promote areas for managers to review and look at. That also helps us then with mobility of labor as we move forward. AI is definitely something that, again, plays multiple roles in our business, but I think we are already seeing benefits from AI through that governance risk lens that is a key component of our value proposition.

David Moffatt
Chairman, Ventia Services Group Limited

Thanks very much, Dean. I think I'd like to turn to Damon Rees, who heads our digital committee, to just talk a little bit about your question from a governance point of view. Thank you, Damon. Thanks, David.

Damon Rees
Non Executive Director, Ventia Services Group Limited

I think to start with Dean's point, when we think about AI, there is both risk and opportunity. I think that needs to be very prudently navigated. Ms. Lee, to your point around alternatives to AI, I think there is tremendous innovation in this space. There is a risk that people think it is the answer to everything. I think to your point, we need to be very thoughtful around where can it genuinely create value for us and where are there better alternatives.

I think building our understanding of this technology, working out how to apply it in our context, always linking this through to value for our customers and the context in which we're operating, I think that's going to be key to us unlocking the value and navigating the risks that are associated with AI in a very prudent way.

David Moffatt
Chairman, Ventia Services Group Limited

Thanks very much, Damon and Dean. Em, any further questions?

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

We do have a couple more. The next one also from Ms. Natasha Lee, who says, "You have committed to transition your light fleet vehicles to electric and hybrid, but I could not see what is the time frame to achieve it. Could you please clarify?"

David Moffatt
Chairman, Ventia Services Group Limited

Yes. Dean, would you like to answer that question? Thank you.

Dean Banks
Managing Director and Group CEO, Ventia Services Group Limited

Happy to do so. David, look, I think that, first of all, our target is to get to hybrid or electric vehicles by 2030. Clearly, within that process, the biggest vehicles that we use are commercial utes. We have about 4,500 vehicles in our fleet. You will see that there are now available fleet in the electric range in the market, and it's something we're looking at. We currently have about 13% of our fleet that are either hybrid or electric, and we're looking to accelerate that. I think as more cars become available in the market that meet fit-for-purpose requirements, then we'll see some transition. We are on the road. I would like to see us do it more quickly, and I will reiterate that personally, I drive an electric car, and I think it is advantageous and actually something I enjoy to drive. Hopefully, our people will get to appreciate that experience moving forward as well.

David Moffatt
Chairman, Ventia Services Group Limited

Thank you very much, Dean. Just to re-emphasize the point, Ms. Lee, 100% by 2030 is the objective. Like many of the targets that we have set around sustainability, these require multiple different actions and supply chain engagement to be successful. We are certainly not afraid of putting a target out there and then doing everything we can to work towards it. Thank you for your question.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Chair, I think this is the last question on the platform, also from Ms. Natasha Lee, who says, "The remuneration targets are supposed to stretch personnel in achieving their targets. While profit after tax was AUD 220 million from last year's AUD 190 million, since the result is somewhat marginally higher, I do not consider there to be sufficient stretch set out.

David Moffatt
Chairman, Ventia Services Group Limited

What I might do is turn to Sybil as head of our Remuneration Committee to just re-emphasize what we do disclose in terms of how we set the targets, because I think that does go to the heart of your question. Thank you.

Sibylle Krieger
Independent Non Executive Director, Ventia Services Group Limited

Thank you, Ms. Lee. The statistic that you refer to is just one measure in setting the targets. You'll see in our remuneration framework that we have different KPIs for the STI and the LTI. When you look at the graphics that demonstrate achievement against target, you'll see that some fell between threshold and target, some resulted in a maximum outcome.

But I think if you were correct that the targets don't have sufficient stretch, then they would all be at the maximum, and that was not the case. I think if you take into account the whole picture of where it landed, it demonstrates that, in fact, the targets were a stretch, and there are many aspects to them in addition to the NPAT A. Thank you.

David Moffatt
Chairman, Ventia Services Group Limited

Thanks very much, Sybil. I would like to restate that we do feel, now that we've road-tested our very comprehensive remuneration framework, that it is totally aligned to shareholder outcomes, and it is getting the desired outcome that the board and you as our shareholders would expect. Thank you.

Em Hogan
Group Executive of Strategy, Digital, and Corporate Affairs, Ventia Services Group Limited

Thank you, Chair. There are no further questions on the platform nor on the line. Thank you very much, Em, and thank you all for your participation in the Q&A.

David Moffatt
Chairman, Ventia Services Group Limited

That now completes all of the items of the business for the meeting, and I would like to advise that voting on all resolutions will close very shortly. I will provide you all with just a few moments now to allow you to finish voting if you haven't done so. Please do complete your voting now, and I'll pause for 20 or 30 seconds to allow that to occur before I close the polls. Thank you.

I think that's probably sufficient time for folks. With that in mind, I will now close the polls. As I said a little earlier, the final result of the poll will be provided to the ASX and the NZX later today and will be placed on the company's website. As we come to the conclusion of the meeting, I'd like to thank my fellow directors for supporting me as Chairman and on behalf of the board. Again, I look forward to working with you, Dean, and your executive leadership team as you continue to prosecute the company's strategy and our core purpose of making infrastructure work for our communities, and particularly what you've done with Excellence, which is redefining service excellence and differentiating Ventia from others.

I would also like to formally thank all of Ventia's employees for their very significant efforts in supporting our customers, for their innovation, their energy, their transparency, and their values, and in supporting our customers. Of course, we support communities far and wide across Australia and New Zealand. Thank you all very much for joining us online today, and thank you all for your ongoing support for our companies. Thank you.

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