Annual General Meeting of Wagners Holding Company Limited. My name is Denis Wagner. I'm the Chairman of Wagners Holding Company Limited. On behalf of the board and staff of the company, it is my absolute pleasure to welcome all of our shareholders attending this meeting today, both those who are here in person and those joining online through the Computershare Online platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting, and shareholders and proxies have the ability to ask questions and submit votes. Pursuant to Rule 16.7(b) of the company's constitution, I am advised that a quorum for a general meeting is present, and so I now declare this annual general meeting opened. Let me begin by introducing my fellow non-executive directors, John Wagner and Ross Walker.
I would also like to introduce Cameron Coleman, our Managing Director, Fergus Hume, our Chief Financial Officer, and Karen Brown, our Company Secretary and General Counsel. Also joining us is BDO, the company's auditor, represented by Jake Knight, who is attending virtually, and McCullough Robertson, the company's legal advisers, represented by Reece Walker, who is here in person. Representatives from Computershare are also here to assist with any voting or registration requirements. Before myself and Cameron take you through the review of our financial year and provide an update on our outlook, I'll take you through some of the procedural aspects of today's meeting. Following the addresses, we'll take questions on each of the resolutions, allowing shareholders an opportunity to consider responses to those questions before voting. Today's meeting is being held online via the Computershare Meeting platform.
This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees can submit questions at any time. To ask a question, select the Q&A icon. Type your question into the text box. Once you have finished typing, please hit the Send button. Please note that while you can submit questions from now on, I will not address them until a relevant time in the meeting. Please also note that your questions may be moderated if we receive multiple questions on one topic and amalgamated together. To ask a question in person, please follow the instructions written below the broadcast. As indicated earlier, questions will be addressed during consideration of each resolution.
These questions will be moderated to avoid repetition if questions are particularly lengthy, and we may need to summarize them in the interest of time. In the event that we run out of time to answer all questions, we will respond to you separately after this meeting. For those of you joining us online, I encourage you to submit your questions as soon as you can. Voting today will be conducted by way of a poll on all items of business. I will shortly open voting for all resolutions. If you're eligible to vote, once voting opens, press the Vote icon, and all resolutions will be activated with the voting options. To cast your vote, simply select one of the options.
If there is any person here in the meeting who believes they are entitled to vote but is not registered to vote or is unable to vote through the online platform, please step outside to the registration desk, and Computershare will be able to assist you. We have a hard copy of voting cards available for those shareholders that are unable to vote online. I now declare voting open on all items of business. Proxies have been received from 89 shareholders representing 75,539,597 ordinary shares, being 40% of the company's issued share capital. I will advise you of the proxy votes for each resolution as each individual resolution is being discussed. If you appointed me as your proxy, I will vote the proxy according to the directions on the proxy form. As the Chairman of the meeting, I will vote all undirected proxies in favor of each resolution.
Ladies and gentlemen, again, welcome to our shareholders and guests, both here in person and via video link. We are pleased to present an improved result for the Financial Year 2024. The overall construction materials business has continued to show better performance. This can be attributed to the improved operational efficiencies that have been the focus for the last 18 months, in addition to more reasonable market conditions in both cement and concrete. Our plans to continue to grow our concrete plant network are ongoing and will be done in a responsible way. All of our divisions in the Project Services sector (transport, concrete, quarries, and precast) met our expectations this year. We have a sound base of experience, equipment, and people to grow this project work going forward. We see many opportunities in the renewable power sector, and we have a focus on this market.
The composites business has set a good platform for growth this year, both in Australia and in the USA. We have finalized many legacy projects that have lingered over a number of years. We have enjoyed ongoing success with our utility poles, and we see this as a growth of the future, and we are leading the world in this technology. The acceptance of our pedestrian structures has improved, and we ended the year with a good order book in both countries. One of our directors, Lynda O'Grady, did not seek reappointment this year. I would like to highlight and acknowledge the contribution that Lynda has made to Wagners since our listing in 2017. She has provided the board with firm and valuable perspectives, and we wish Lynda every success going forward.
Can I acknowledge and thank all those who have made a positive contribution to Wagners during FY24, and we look forward to a very successful 2025. I now hand over to Cameron, our Managing Director, to provide his address.
Well, good morning, ladies and gentlemen, and welcome again from me, too, to Toowoomba for the AGM. I'm pleased to be able to join you here today following much improved business performance compared to last year. Demand for construction materials and services has remained strong throughout the year, and our market conditions have been favorable and stable. I'll start by taking you through an overview of our financial performance for FY24. On a consolidated basis, the group delivered AUD 481 million revenue and an operating EBIT of AUD 40 million, resulting in a net profit after tax of AUD 10 million. This is a significant improvement on what we've delivered in recent years. In summary, we've seen overall strong demand for construction materials and services, together with improvement in gross margins. We experienced strong cement volumes, particularly in Q4, with increased contribution from our concrete plants. Our concrete business is delivering record volumes.
These volumes, our focus on cost control measures, as Denis mentioned, and the stable market conditions have resulted in improved performance this year. Efforts continued on the expansion of our South East Queensland concrete plant network, with a new site becoming operational and other sites secured for further development through the period. Breaking this down into our reporting segments, the South East Queensland construction materials business delivered improved results on last year, with revenue of AUD 216 million and an EBIT result of AUD 32 million. The project services segment, or the contracting business, achieved revenue and EBIT results consistent with FY23. This included a significant contribution from a large precast tunnel project that we've previously discussed. There were mixed results in our Composite Fibre Technologies business. It's been pleasing to see some extremely positive signs that should deliver improved performance in FY25, including improved margins, particularly in the Australian business.
The Australian New Zealand business delivered growth in both revenue and underlying EBIT, reflecting increased demand for our composite products. Our crossarm volumes improved compared to the prior year, and efficiencies generated from the investment made into automated processing equipment delivered improved margins. Demand for light and utility poles continued to increase during the year, and the business secured two long-term contracts for the supply of CFT power poles throughout New South Wales and Queensland. While the Custom Build division experienced record levels of demand for our product, as we previously highlighted, the result was negatively impacted by an unfavorable project we completed in New Zealand. CFT USA also negatively impacted our profitability with a AUD 4.2 million loss in FY24, reflecting the investment made throughout the year as this business continues to establish itself in the U.S. market.
If we now look at the first few months of this year, performance for the first quarter has remained positive, with strong demand for construction materials and services and also for our composite products continuing. More specifically, cement volumes have remained steady. However, we've seen some improvement in margins. Concrete volumes have continued to increase, with October being a record month. Project services has not performed as expected, with a number of bulk haulage projects impacted by various client-related matters. We also completed one bulk haulage project at the end of August that has not yet been replaced. As we've highlighted previously, there is currently no replacement for the Sydney precast tunnel project, which will impact the precast business contribution to this year's results.
With the legacy projects that impacted last year's results now behind us, our composites business has had an extremely positive start to FY25 across crossarms, poles, and the Custom Build area, with improved margins being delivered in every area. The losses in the U.S. have reduced significantly, with both the right sizing of the business and a number of new projects being secured for delivery this financial year, resulting in much-needed revenue over there. Based on this performance year to date, we are forecasting a half-year EBIT result in the range of AUD 16 million to AUD 18 million. By way of comparison, the reported first-half operating EBIT result for the prior year was AUD 20 million, which included that significant contribution from the precast business. We remain committed to growing our South East Queensland concrete business.
We recently opened the Yatala Concrete Plant south of Brisbane, and work has commenced on the Wacol Concrete Plant just to the west of Brisbane near Ipswich. We have another three sites now under contract, ready for construction of additional concrete batch plants. These batch plants provide a critical path to market for our vertically integrated businesses, including cement, fly ash, and aggregates. While we supply products to a number of major projects across the entire business, the locals in the room would be pleased to note that in the last month, we have also secured the supply of concrete and reinforcing steel to the new Toowoomba Hospital. This is one of the larger construction projects being undertaken in our region, and we are proud to be associated with it. Looking now at our outlook, we remain confident with the demand for our core products expecting to remain strong.
We have a solid forward order book across all areas of the business, with several contracts secured for the longer-term supply of materials and project services. There is also a robust civil infrastructure pipeline in South East Queensland, particularly with the 2032 Olympics now well and truly on our radar, requiring significant construction materials and services to deliver on the infrastructure requirements for those games. We also have exposure to the resources sector, which has and will continue to provide value and opportunity to our business. We expect demand for our composites products to continue to increase as asset owners understand the whole-of-life cost benefit our products provide. We are well placed to service these requirements given the investment we've made over previous years. We believe our strategy remains strong and our business is well positioned to take advantage of the opportunities presenting in our sector.
None of this is possible without our people. I would like to take this opportunity to thank the entire Wagners team for their efforts throughout FY24 and look forward to continuing to grow our business together. Thanks also to the board of directors who provide valued guidance and remain committed to delivering value to our stakeholders. I'll now hand you back to Denis to take you through the formal aspects of the meeting.
Thanks, Cam. We now move to the formal business of the meeting. As the notice of meeting and explanatory memorandum have been circulated previously, unless there is any objection, I propose to take them as read. The notice of meeting also sets out the voting restrictions on each resolution. The Corporations Act requires that the annual report of directors, the auditor's report, and the financial report be laid before the AGM. Those reports were circulated and dated 21st of August 2024. Neither the Corporations Act nor the company's constitution requires a vote of shareholders at the AGM on the financial statements and reports. However, I now invite shareholders to comment or ask questions on the reports or the business of the company.
Questions may also be asked of the auditors about the conduct of the audit, the content of the audit report, accounting policies adopted by the company, and the independence of the auditor carrying out the audit. Are there any comments or questions on the financial report or the report of the directors and the auditors from the floor?
You've done an excellent job, all workers. I think it was a different environment last year. We should all be proud of your hard work. I'm proud of you. I don't know if anybody else is, but I am. So my hope is to be open for progress until next year. I don't like the logic. That makes me look bad. Shareholders only have to look at the cash flow level of the annual report. This is what is being achieved. It's amazing. It was 3.13 thousand and 3 and 3, and now it's 10, 10, 10. There's further on, I wish to talk about the remaining report on the free cash flow. It would be concerning, in my opinion, that shareholders would pay AUD 5 a share would expect that to be that equity to be AUD 5.
We would have a dilution for the people that paid AUD 2.71 on the quote. That's how I see it. And also, I'd like to know where our dividend improved substantially from 6.9% to 12.14%. I'd like to know of these private equity investors or are they on the Australian stock exchange or where? That's what I'd like to know for the shareholders. Thank you, Denis. But it's nice you understand us. Excellent job. I would like to appreciate it.
Thanks, Eunice. And we take the accolades. And I will also say that losses actually make everyone sad, not only you. I can assure you of that. I think in the way I took your question, and happy for others to comment if you feel you need to, but the dividend is from the listed company from WGN. It has nothing to do with private equity or private company. So thanks for your comments, and I hope that does answer your question. Is there any other questions from the floor? Joan, I'll give you my perspective, and I'll also invite Cameron to give his view. We're certainly not looking to pull the plug. The way we're viewing the American operations is that it is an investment in the future.
And if you look back to the early 2000s when we started our composites business in Australia, we're going through a similar path in the U.S., establishing new products in a new market, and it is hard work. I guess we probably underestimated it somewhat. And the reason, and it's not an excuse, but the reasons for that is that we had such good success in Australia once we broke that barrier of investing in the new market and we got into positive territory financially. We thought it would be a different scenario in the U.S., but we are going through a similar trajectory that we went through when we started composites in Australia. And we have literally world-leading technology. If you look at our utility poles, we are producing a product that no one else in the world has been able to do.
Great success in Australia, and we expect that we'll emulate that in the U.S. But Cam, if you want to comment on that.
I think you've pretty well summed it up, Denis. But if you look at the performance we're now achieving out of the Australia-New Zealand business, we're extremely happy with it, and that just encourages us to go harder and faster in the U.S. We've recently appointed John Dignam over here as our Executive Director to the composites business to help us with that focused growth. And the U.S. this year is certainly shaping up to perform and meet our expectations. We don't expect it to break even this year, and very happy to continue to invest, although nowhere near as much as it cost us last year. But it is an amazing market.
We've got a very focused team over there that are starting to get quite a bit of experience under their belts, and we are extremely committed to it and really looking forward to the fruits of our labor over there. There's a lot of work going on. We've got a lot of senior people from Australia that are involved guiding the team over there. And if we can get that to be ten times what we do in Australia, that will be our biggest business unit in the company. And we're very, very committed to it and very encouraged by what we've seen in the last six months over there.
Do you believe you will have the support of the U.S government?
Sorry, Eunice, can you just ask into the microphone so those online can hear?
I'm Eunice Turner from the Mellon Capital. Do you believe that you will have the support of the new U.S. government like all the products are obtained in America? Are they not?
Yeah, all our raw materials are sourced locally, and we think we would not have a business had we not established our manufacturing plant over in the U.S. Absolutely, we'll have the support of the new government, and we have excellent support of the local council and government areas.
In layman's term, all the inverted commas ingredients will come from the United States?
Yep, all of our resin and glass are sourced from just up the road in Texas.
Thank you. You've answered my question.
Good.
Better hand back to the boss.
Thanks, Cam. Is there any other questions from the floor? No, this is really about the accounts and the directors' report. Karen, are there any questions from shareholders online?
No, there's no questions online, Denis.
We'll now move to the next item of business, Resolution 1, Adoption of the Directors' Remuneration Report. The purpose of Resolution 1 is to seek shareholder approval for the adoption and remuneration report contained in the company's 2024 annual report, which was released to the market on the 21st of August 2024. Resolution 1 asks shareholders to consider, and if in favor, pass the resolution under Section 250R(2) of the Corporations Act that the remuneration report be adopted. This resolution is a requirement of the Corporations Act and requires that the company's members vote on whether or not the remuneration report should be adopted. However, this vote is advisory only and is not binding on the directors of the company. The directors abstain in the interests of good corporate governance from making a recommendation in relation to this resolution.
Proxies received in relation to this item are displayed on the screen. I remind shareholders that the company will disregard votes cast by Key Management Personnel and their closely related parties, as set out in the notice of meeting and the explanatory memorandum. I now invite shareholders to comment or to ask questions on the remuneration report. Are there any questions on this resolution from the floor? Karen, are there any comments or questions on this resolution from shareholders online?
No, Denis, no questions online at the moment.
We will now move to Resolution 2. I will pass over to Ross Walker, who will chair the meeting through this resolution.
Yeah, thank you, Denis. Good morning, shareholders and ladies and gentlemen. Resolution 2 seeks approval that Denis Wagner, who retires in accordance with Listing Rule 14.4 and Rule 19.3(b) of the company's Constitution and being eligible, be re-elected as a director of the company. Listing Rule 14.5 provides that an entity must hold an election of directors at each AGM. Given there is no director required to retire under these rules and Constitution, the Constitution provides that the director who has been the longest in office since the last being elected must retire. Rule 19.3(b) of the Constitution provides that no director who is not a managing director may hold office without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.
Listing Rule 14.4 also provides that a director, other than a managing director, must not hold office without re-election past the third annual general meeting following the director's appointment or three years, whichever is the longer. Denis Wagner last stood for re-election at the company's 2022 AGM, and accordingly, he has been the longest in office and will retire from office and stand for re-election. Denis was first appointed as a director of Wagners Holding Company Limited in December 2017. He is one of the co-founders of Wagners and has been involved in the business since inception, bringing over 30 years' experience in the construction and materials industry. The proxies received in relation to this item are displayed on the screen.
As set out in the notice of meeting, the directors, other than Denis, who will abstain from making a recommendation on this resolution, unanimously recommend that you vote in favor of Resolution 2. Are there any comments or questions in relation to this resolution from the floor? Karen, are there any comments or questions in relation to this resolution from our shareholders online?
No, Ross, no questions.
There you go. I'll pass back to Denis. Thank you.
Thank you. Resolution 3, Approval of Participation in Long-Term Incentive Plan, Grant of Options to a Related Party, Mr. Cameron Coleman. Resolution 3 seeks approval that for the purposes of Section 208 of the Corporations Act, Listing Rule 10.14, and all other purposes, approval must be given that the issue of 359,466 options to Mr. Cameron Coleman, a related party of the company by virtue of him being the managing director of the company on the terms described in the explanatory memorandum accompanying this notice of meeting.
Listing Rule 10.14 provides that a listed company must not permit a director of the company, an associate of the director, or a person whose relationship with the company, the director, or the directors associated is such that, in the ASX's opinion, the acquisition should be approved by security holders to acquire securities in the company under an employee incentive scheme unless it obtains the approval of the shareholders. Similarly, Section 208 of the Corporations Act provides that for a public company to give financial benefit to a related party of the company, approval must be obtained by its shareholders. Proxies received in relation to this item are displayed on the screen. As set out in the notice of meeting, the directors, with Cameron abstaining, unanimously recommend that you vote in favor of Resolution 3. Are there any comments or questions in relation to this resolution from the floor?
Just a reminder, I will close the poll at the end of these questions for this resolution. Are there any questions? Karen, are there any questions or comments online?
No questions online, Denis.
Given this is our last resolution to be considered, I will shortly close the poll. If you have not yet voted or wish to change your vote, having the opportunity to hear questions and respond to those questions, please do so now. I will now open the meeting for questions of a general nature. Have you answered?
Thanks. Just a big developer, shareholder. Just a general question, or not a general question, but just a question on project services. There's no projects currently, so there's nothing in the forecast for any project service revenue. Do you have much in the pipeline or any tender activity that, like, is that just, it's not, it's still an option there, like things could happen in the future, obviously.
Yes, there is. I'll let Cameron answer the question, but I don't totally concur that there's nothing there, but Cam, I'll let you answer.
Yeah, that may have not come across real clearly. Our project services business was separated out as an independent reporting segment in our last results release. And that includes mobile concrete projects, bulk haulage projects, precast concrete projects, and contract crushing type projects are the core business that make up that segment. We've taken that out of the South East Queensland construction materials business so that shareholders and investors can see the performance of the South East Queensland business. And then the list of businesses I just listed off are our contracting type businesses. Now, our bulk haulage business has completed one project in Central Queensland recently, but still has five other large long-term contracted jobs going, something like 55 quad road trains working in that business 24 hours a day, seven days a week, employing about 140-odd people up in the Mount Isa/Cloncurry Northern Territory region.
So that's a big business that's continuing on. The business that has no reasonable, and it's got some orders, but no large, lumpy order, is our precast business. We just finished a AUD 140 million contract down on the Sydney Metro project. Now, we've got orders, but nothing to that magnitude. And we've been calling that out very, very clearly over the last 18 months that that big lumpy job would finish. And there's just simply not another tunnel project in our reach to secure. So the precast business is really hanging out for the infrastructure that'll be required to build the Olympic Games infrastructure. We've got two mobile concrete plants currently working up west of Rockhampton on a wind farm project. Denis called out the renewables sector, particularly the wind generation. And that's been a good market for us over the years.
Then contract crushing, we're just finishing off for the locals in the room. Again, the repair to the Toowoomba Second Range Crossing, we were crushing about a million tons and conveying that across the top of the Second Range Crossing down here, so there's still plenty of activity in that sector of our business. The bit that's sort of really dropping off is the lack of large precast opportunities just in the build-up to when the Olympics build kicks off.
Thanks, Cam. I'll just highlight that that repair on the Second Range Crossing was not a repair of our work. It was a repair of someone else's work. Is there any other questions from the floor? Karen, is there any online?
No, no questions online. Thanks, Denis.
That concludes the formal business of the meeting, and I now declare the poll has closed. There being no further business, I also now declare the Annual General Meeting for 2024 closed. Based on the proxies received prior to the meeting and displayed throughout the meeting, it would appear that all three resolutions will pass. Once the votes have all been counted, the final result of the poll will be released to the ASX and published on our website. Thank you all for your attendance here today and interest in our business, and we look forward to your continued support in the coming year. Thank you. But please stay and enjoy some hospitality. Thank you.