Good morning, and welcome to Vulcan Steel's 2026 Annual Shareholder Meeting. My name is Rhys Jones. I am the Chair of the Board, and I will chair today's meeting. We have a quorum of shareholders present, so I declare the meeting open. This is a hybrid meeting with shareholders here at MUFG's offices in Auckland and online. It is Vulcan's fifth annual general meeting as a listed company and my first as Chair. Thank you all for joining us and for your continued support. I will firstly cover off a few housekeeping points. For those present, if a fire alarm sounds, please follow the directions of the MUFG staff who will guide us to the nearest exit. If you are online and have any technical issues, please call MUFG's help desk at the relevant phone number shown now on screen.
We will take questions after the Chair's and CEO's addresses on each resolution and during general business at the end of the meeting. I will take questions from the room first, then online. If you are online, you can submit questions at any time using the Ask a Question function. When you ask a question, please give your full name and say whether you are a shareholder, proxy holder, or other interested party. We will answer as many questions as time allows. I would like to introduce my fellow directors. Starting from the far right, Adrian Casey, our Chief Operating Officer, and three of our four independent directors, Carolyn Steele, Russell Chenu, and Bart de Haan. Unfortunately, our fourth independent director, Nicola Greer, is unable to attend today. Nicola, so you are aware, has got a very bad virus and is quite ill, so she was unable to travel due to illness.
To my left is Gavin Street, our Managing Director and Chief Executive Officer. Also with us is our Company Secretary, Sarah- Jane Lawson. Vulcan's Board has seven directors, and our backgrounds are set out in the FY 2026 Annual Report. Bart de Haan and Nicola Greer are standing for re-election today. Our auditor, Deloitte, is represented by our Lead Audit Partner, Andrew Dick, who can answer any questions for the audit team. Our agenda and order for today's event starts with my Chair's address. Gavin will then present on Vulcan's performance in FY 2026 and our trading so far in 2027, and we will take your questions. We will then turn to the formal business, five ordinary resolutions. We will take questions on each as we go, and voting will be by poll. Once voting is closed, there will be a time for general questions.
Just a reminder that Vulcan's financial statements for the year ending 30th of June 2026, together with Deloitte's audit report, are in our Annual Report dated the 25th of August 2026. The Annual Report is on our investor website, and printed copies are available at MUFG's registration desk. I will now give my Chair address. Fellow shareholders, Vulcan delivered a resilient performance in FY 2026 despite continuing economic challenges. Cost of living pressures, weak business confidence, and high interest rates in Australia weighed on our economic activity levels. Conflict in the Middle East added volatility to our energy markets, as well as challenges to freight routes and supply chains across our markets in Australia and New Zealand. Against that backdrop, Vulcan strengthened its competitive position in both countries, growing its sales volume by 18%, revenue rose 22%, and adjusted net profit after tax increased by 28%.
The Board declared a final dividend of NZD 0.045 per share, bringing the total dividend for FY 2026 to NZD 0.07 per share, up from NZD 0.06 last year. That totals NZD 10.3 million or 47% of net profit after tax before significant items within our policy range of 40%- 80%. Gavin will cover the FY 2026 year in more detail shortly. FY 2026 was our third year for climate-related disclosures under New Zealand law and our first under Australia's new climate reporting standard. With Roofing Industries joining the group, our total Scope 1 and Scope 2 emissions rose 8% to 13,395 tons. However, our emissions per ton of product sold improved by 8%, helped by our investment in solar power and our hybrid vehicle fleet. On 1st January 2026, we completed a planned leadership transition.
Gavin Street became Managing Director and CEO and joined the Board, and I moved from CEO to Chair. Russell Chenu, who had chaired the Board since 2021, became our lead independent director. On behalf of the Board, I thank Russell for his leadership as Chair and for his continuing contribution. Thank you, Russell. Gavin has quickly built strong relationships with our people, customers, and other stakeholders across both countries while continuing to execute our strategy. The transition was completed without disruption to the business, which reflects the strength of our leadership team. The Board continues to have a majority of independent directors. Good governance means planning for board renewal well ahead of time. As part of that planning, the Board has begun a search for two new independent non-executive directors who will in time succeed Bart de Haan and Russell Chenu.
Bart has served on the Board for more than 11 years. Russell has served more than five years, including as our Chair until the end of 2025. Both have agreed to remain on the Board through a transition period so that new directors can be appointed and settle into the role before Bart and Russell retire. This will give the Board continuity, retain the valuable knowledge of Vulcan, and support an orderly handover. The search for new directors will focus on the skills and experience the Board will need as Vulcan grows, guided by our board skills matrix and set out in our annual report and our commitment to diversity. We expect to announce new appointments during 2027. Any new director will stand for election by shareholders at the first annual meeting after their appointment. Bart is standing for re-election today on that basis.
His re-election will provide continuity during the transition, and he is likely to retire once his successor is in place and following an appropriate transition period, however long that may be. On behalf of the Board, I thank Bart and Russell for their commitment to Vulcan and for their support in making this a smooth transition. On behalf of the Board, I thank our employees for their hard work, our customers for their continued support, and you, our shareholders, for your confidence in Vulcan. I would now like to invite Gavin to give his address. Thanks, Gavin.
Thank you, Rhys, and thank you to everyone for joining us at our 2026 annual shareholder meeting, both here in the room and also online. This is my first annual shareholder meeting as Managing Director and CEO, and I want to thank Rhys, our Board, our people, and you, our shareholders, for the support during my year in the role. Vulcan's success over more than 30 years comes from our culture and our people, and it is a privilege to lead the team as we grow our value for our shareholders. Market conditions stayed challenging for much of 2026. New Zealand's recover was gradual, and restrictive interest rates in Australia weighed on investment. Even so, the business moved forward, and we saw clear improvement in the second half of the year.
Revenue grew to NZD 1.16 billion, adjusted EBITDA rose to NZD 130 million, and adjusted net profit after tax increased to NZD 22 million, reflecting nine months contribution from Roofing Industries and a return to some volume growth. Sales volume rose 18% to almost 253,000 tons. On a like-for-like basis, increased 8%, with a stronger second half than 2026 financial year. Like-for-like costs are up 8%, excluding the impact of foreign currency and reflecting the impact of inflation investment in our people to support increased activity and processing, the rollout of our hybrid strategy in Australia, and investing in our leadership capability in both Australia and New Zealand. Stock management remained a key focus for our business leaders in FY 2026. We took a balanced approach, supporting high volumes while keeping product availability for our customers high. We kept investing for growth.
We opened a new greenfield hybrid site in Toowoomba, west of Brisbane, and implemented five hybrid sites across the network. We also kept customer service high with an industry-leading order fulfillment rate, or DIFOT, of 98% across all orders in FY 2026. Vulcan generated NZD 73 million in operating cash flow. That was lower than FY 2025, which did benefit from significant reduction in working capital in the prior year. Net debt fell by NZD 5 million to NZD 227 million, and our net debt to EBITDA ratio cover improved to 2.9x , down from 3.4x the prior year. Our return on capital employed, or ROCE, was 7.5% for FY 2026, compared to 8.8% in FY 2025. This partially reflects the capital invested in Roofing Industries, which contribute only the nine months of the earnings.
As a team, we're not satisfied with that return, and improving it to between 20%-30% remains a clear focus for the Board and management. It is now a year since Roofing Industries joined the Vulcan Group on the 1st of October 2025. That was our first step into roofing and cladding and a new vertical for Vulcan. The business has been successfully integrated and has performed ahead of our expectations. In our first nine months, it contributed NZD 135 million in revenue, and its strength through the second half of FY 2026 has continued really into this new financial year. In the recent July to September quarter, our roll-forming business has secured two major projects in Christchurch and Auckland the start to the 2027 financial year, and I want to thank the Roofing Industries team and our local owner-operator partners.
Their service mindset and shared ownership are exactly what we hoped this business would bring to the group. Vulcan's network now covers 82 sites across Australia and New Zealand. Our principles and ethos remain the foundation of Vulcan and how we work as a team. Our team now consists of over 1,650 employees working across 82 sites in Australia and New Zealand, and we believe our people are our greatest strength, and we continue investing to create an environment where they can develop, perform, and thrive. Our 2026 employee engagement survey reflected a positive experience across the business, with 85% of employees prepared to put the extra effort in for Vulcan's success, 80% agreeing they have clear goals, and 75% saying Vulcan puts the team first with a respect for the individual.
We continue to invest in the wellbeing and development of our people, including our first network-wide wellbeing step challenge, our graduate program, leadership development, coaching and mentoring, and expanded our online learning. Turning to health and safety, Vulcan is committed to providing a safe and healthy work environment for everyone. We are now expanding the rollout of the in-cab safety cameras to support safe driving for our business. Our total recordable injury frequency rate improved to 7.1, down from 7.8 in the prior year. We will keep working to improve that. Our commitment also extends to the communities in which we operate. During the year, we supported organizations including MATES in Construction, Auckland Westpac Rescue Helicopter Trust, the Halberg Foundation, and Arts Centre Melbourne, alongside many locally led community initiatives identified by our people. Our priority for FY 2027 and FY 2028 is to build on the momentum.
We will keep driving organic growth through customer service and margin improvement. We will be ready to capitalize on the business cycle as it turns, and we will keep investing in our roll-forming Roofing Industries business. We will use our bench strength and the investment we have made in hybrid sites to grow volumes, and we will keep exploring other opportunities. Turning to our financial performance so far in FY 2027, it is still early in the year, but the first quarter has been encouraging. In the first three months, group revenue was up to NZD 353.7 million, up 39% on the same period last year. Sales per tonne per day in first quarter FY 2027 increased year on year by 27%, with improvement in our steels and metal segments and contribution from Roofing Industries.
Sales tonnes per day in New Zealand, excluding Roofing Industries, improved by 16% year- on- year and 13% year- on- year in Australia. EBITDA was up 51% compared to the same quarter last year. Our steel segment led the improvement. Underlying EBITDA, excluding Roofing Industries, lifted 21% year- on- year, with EBITDA contribution from our Roofing Industries was NZD 9.1 million in the first quarter of FY 2027. At 30th September 2026, net debt was NZD 216 million, an improvement on the NZD 227 million from 30th of June. Look, three months is a short period, and monthly results can vary, but these results show the momentum we are building. The second half of FY 2027 has carried on into the new year. The industry is beginning to stabilize, and there are signs of recovery. Acknowledging that conditions remain challenging and the overall pace of recovery is still uncertain.
In New Zealand, the economy is beginning to grapple with business confidence improving and activity starting to strengthen. Interest rate levels should support households and businesses through FY 2027, while construction and export activity provide further support. The recovery is likely to remain uneven, however, with inflation, energy costs, and global uncertainty continuing to create some headwinds. The Australian economy has continued to grow at a modest pace, but the recovery is expected to be gradual. High interest rates, persistent inflation, and elevated household costs are likely to constrain consumer spending, with Queensland Olympics infrastructure population growth to provide some support. Overall, we expect a steady but challenging environment, with the pace of recovery dependent upon inflation continuing to moderate and interest rates eventually easing. We will stay disciplined on product availability, service levels, and cost to serve. As conditions improve, we are well-positioned to benefit.
The FY 2027 half-year results are due to be released in mid-February 2027. As always, our employees are the most important asset in our business. Our culture, customer focus, and teamwork has carried us through a difficult period and into the early stages of recovery. I want to thank all of our people across Vulcan and Roofing Industries for their commitment and our customers and suppliers for their ongoing support. Thank you, and I'll now hand you back to Rhys.
Thanks, Gavin. I'd just invite any questions on my address or Gavin's address from the audience here, and later on, we'll have some questions from online. Any questions from anybody? Okay, any online questions, Sarah- Jane?
Not that I've got-
Not on this topic.
Not on this. Okay, thank you. We will now return to the five resolutions set out in the notice of meeting dated the 21st of September 2026. The notice of meeting will be taken as read, each as an ordinary resolution, which must be approved by more than 50% of the votes cast by shareholders entitled to vote in voting on it. The proxy votes received will be shown on screen for each resolution. Voting will be by poll run by MUFG. The votes will be counted after the meeting, and the results will be announced on the ASX and NZX shortly after the meeting. To vote online, click Get Voting Card and follow the prompts. If you are here in the room, please use the voting paper you received at registration. MUFG staff will collect it.
As Chair, I intend to vote all discretionary proxies I hold in favor of each resolution. Now we start with the first resolution. Deloitte has been Vulcan's auditor since 2011, and we automatically reappointed under the Companies Act. I move as an ordinary resolution that the Board is authorized to fix the fees and expenses of Deloitte Limited (New Zealand) as Vulcan's auditor for the financial year ending 30th of June 2027. The Board unanimously recommends that you vote in favor. Are there any questions on this resolution from shareholders in the room? Any online questions, Bogdan?
No.
No. Okay. Thank you, Bogdan. Resolution two is the re-election of Bart de Haan as a director. Bart is an Independent Non-Executive Director and Chair of our People and Remuneration Committee. He joined the Board in September 2015 and was last re-elected in 2023. He is an experienced strategy consultant, having worked with boards and senior management of leading companies in Australia, the United States, and the Netherlands. The Board, with Bart abstaining, unanimously supports his re-election and recommends that you vote in favor. I will now invite Bart to speak. Bart.
Thanks, Rhys. Well, Rhys introduced me. I only have one point to make. These 11 years that I have been around allowed me to experience the high end of a cycle and a low end of a cycle. I am not claiming to understand cycles better than some people in this room who have been here for 25 or 18 or 15 years. My only point is that there are benefits to the downside of a cycle. The point is that at the bottom of a cycle, the performance shows actually the underlying strength of a business.
That applies to any industry. Let me apply that to Vulcan. The first point is we had a diversification strategy, I do not know when it started, 15 years ago, then turbo-charged about eight or nine years ago. It showed it worked. We spread our risk. The second example is we outperformed competitors, and it applies to both New Zealand and Australia. My third illustration is all of the business units in our portfolio, there is about 23 that I can count, they all showed at that bottom of the cycle or at the low end of the cycle, a continued cash contribution and a decent return on capital employed. I am not saying that is the capital employed we want, but it is a decent capital employed.
We kept our investment as per business as usual, so we managed across these cycles, and we kept that investment in upgrading facilities and upgrading systems, in management development and some significant acquisitions. Last point that I make to illustrate that, the strength of our business is, we made no short-term disruptive interventions to manage cash. Then I refer to selling assets or discounting stock or redundancies. That hopefully demonstrates the underlying strength of the business, and it does not happen by itself. These are strategic choices that have been made over the last, whatever, 20 years. It is a dedicated management that is on top of the business, and it is part of our business model. That is all I have to say. Are there any questions that you have? Oh, Rhys.
Okay. Thanks, Bart. I move as an ordinary resolution that Bart de Haan, who retires in accordance with Vulcan's Constitution and is eligible for re-election, be re-elected as a director of Vulcan. There was no questions. Are there any questions online?
No online.
No online. Okay. Thank you, Bogdan. Resolution three is the re-election of Nicola Greer as a director. Nicola is an Independent Non-Executive Director and a member of our Audit and Risk Committee and our People and Remuneration Committee. She joined the Board in September 2023 and was elected by shareholders that year. Nicola is a professional director with a background in banking and financial markets and brings strong governance and risk management experience to the Board. The Board, with Nicola abstaining, unanimously supports her re-election and recommends that you vote in favor. As I mentioned earlier, Nicola is unable to join us due to illness. However, she did prepare a speech, so I am going to read out her speech for her so you are aware of what her words were. So this is from Nicola. "Good morning.
I am pleased today to have the opportunity to seek your support for my re-election as an Independent Director of Vulcan Steel. My professional background is in the financial markets, having spent many years in New Zealand, Australia and the U.K. working for ANZ, Citibank and Goldman Sachs. My governance portfolio is varied and spans across multiple sectors. I am currently a board member of NZX-listed Precinct Properties and South Port, Fidelity Life Insurance and the New Zealand Railways Corporation, and I am a member of the New Zealand Markets Disciplinary Tribunal. I also have strong links to the New Zealand property sector through both my private interests and listed entity experience. I believe this background provides me with a broad understanding of the varying and often volatile business landscape in which Vulcan operates. It has been a busy and productive three years since I first became a director of Vulcan.
Indeed, in the last 12 months, we have welcomed Gavin Street as CEO of the business and Rhys Jones as Chair of the business. We have also successfully acquired and integrated Roofing Industries, further expanding our capabilities and market position. The last few years have been a challenging period for many businesses operating in New Zealand. Despite this, we at Vulcan have performed well relative to our competitors and are uniquely positioned to capitalize on improving conditions and accelerate our growth. Vulcan is a truly unique and very special company. We will continue to focus on the core things we value: quality, service and our people. I have the capacity, experience and passion to serve Vulcan's shareholders well and would welcome your support for my re-election as an Independent Director.
If re-elected, I look forward to working with my fellow directors and Vulcan's strong management team to achieve ongoing success in delivering value and sustainable returns to you, our shareholders. Thank you. So that was a speech from Nicola. I move as an ordinary resolution that Nicola Greer, who retires in accordance with Vulcan's Constitution and is eligible for re-election, be re-elected as a director of Vulcan. Are there any questions on this resolution from shareholders in the room?
No.
Bogdan, any questions online?
No questions.
No. Thank you. This takes us to resolution four. I move as an ordinary resolution that for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 443,340 performance share rights to Vulcan's Managing Director and Chief Executive Officer, Gavin Street, under Vulcan's FY 2027 long-term incentive plan and on the terms and conditions set out on the explanatory notes be approved. Just a reminder that the explanatory notes for this resolution are at pages seven to nine and 13 to 17 of the notice of meeting. Are there any questions on the grant of performance share rights to Gavin from shareholders in the room? Bogdan, have we received any questions online?
We have one question from Stephen Mayne. I will proceed with reading it verbatim. "Thank you for disclosing the proxy position early to the ASX, along with the formal addresses, and well done for achieving such a strong voting support on all resolutions, including this LTI grant to the CEO. Which of the proxy advisor issued a report ahead of our meeting, and were they all in favor? Also, how many shareholders voted by proxy before the meeting, and will you release the head count data in the poll results so that we can see the size of the turnout and better understand retail voting sentiment?
My first comment, I will ask Sarah- Jane to comment on the specific detail there.
Can you hear me? Yes. We received four proxy advisor reports before the meeting. It was from ISS, CGI Glass Lewis, the Australian Council of Superannuation Investors, and also the New Zealand Shareholders Association. All four proxy advisors recommended a vote in favor of all five resolutions. There were approximately 60 shareholders by number who submitted proxies before the meeting today, and between 65% and 75%, when you count by number, not their shareholding, voted in favor of the resolutions. We will not be releasing data in terms of number of shareholders in terms of how they voted as part of our results release this afternoon.
Thank you. Any other questions, Bogdan?
No other questions.
Okay. Resolution five is the final resolution for today. I move as an ordinary resolution that for the purposes of ASX Listing Rule 10.14, and for all other purposes, the issue of 127,660 performance share rights to Vulcan's Chief Operating Officer, Adrian Casey, under Vulcan's FY 2027 long-term incentive plan, and on the terms and conditions sent out in the explanatory notes, be approved. Are there any questions on the grant of performance share rights to Adrian from shareholders in the room? Bogdan, any questions online from that?
No questions.
No. Okay. Thank you, Bogdan. Are there any further questions? Voting on all five resolutions will now proceed. I will pause for 30 seconds so you can finalize your votes. Okay. We are going to leave that until the end.
Yeah, they will come up next.
About the given. Enough time on that. In the room, MUFG staff will now collect your voting papers. Please make sure you hand yours in so your vote is counted. Online voting will close five minutes after the meeting ends, and a countdown timer will appear on your screen. The results will be released to the ASX, NZX, and our investor website once MUFG has counted the votes shortly after the meeting. That concludes the formal business of the meeting. We now move to general business. This is an important opportunity for you to ask questions and make comments. Are there any questions on any other matter from shareholders in the room? Bogdan?
We have two questions from Stephen Mayne . I will proceed with reading them in their chronological order. The first one: "How much time is CEO Gavin Street spending on his other gig, serving as an independent director of the powerhouse Melbourne-based plumbing giant, Reece? Does he fly to Melbourne for every Reece board meeting or prefer to dial in?
To be specific, Gavin lives in Melbourne and Reece operates out of Melbourne, so I am sure he will go locally because it is within a few kilometers where he lives and works. So it is a local environment, and it does not require travel time. So that is the first point. Second point is that when Gavin was given that opportunity, the Board discussed it, and we were supportive of it. Reece is a company that operates in a similar or parallel industry to our own, and it gives us good insights through him, and we think it is good for his overall experience to have that knowledge of the wider economic activity going on in Australia and New Zealand. Reece are obviously strongly focused on particularly trade-based activity, which we are as well. The second question, Bogdan?
From the same person, Stephen Mayne . "New Zealand is becoming a governance backwater as it continues to resist mandating annual voting on remuneration reports, which is standard in many countries around the world. Will Vulcan Steel voluntarily put up a remuneration report resolution for an advisory vote at the next year's AGM? This is the law in Australia, and we are dual-listed on the ASX, so why don't we step up and respect shareholders by adopting Australian market practice? Our CEO, Gavin Street, lives happily with this practice at ASX-listed Reece.
Okay. I will hand over to our Company Secretary.
We appreciate that there are Corporations Act requirements in relation to the rem report for Australian companies. As Stephen Mayne mentioned, we are a New Zealand company, so we are not required to put up a remuneration report, although we do put it in our annual report. We do each year consider what industry practice is, so we look at other New Zealand companies and what they do in relation to whether they are listed on the ASX, both in a primary and a secondary listing. Each year, the Board does consider whether to put up the rem report. Whether we will do that next year, I cannot say definitely, but I can say that we did consider it this year, and we obviously decided not to do it.
Great. Thank you, Bogdan. If there are no further question, that brings us to the end of the meeting. On behalf of the Board, thank you for joining us today and for your continued support. For those here in Auckland, please stay for some light refreshments. I now declare Vulcan Steel's 2026 Annual Meeting closed. Thank you all very much. Thank you.