Good morning. Welcome to the Adbri Limited scheme meeting. My name is Samantha Hogg, and I'm the Deputy Chair and Lead Independent Director of Adbri and the Chair of today's meeting. Before proceeding, I'd like to acknowledge the Kaurna people of the Adelaide Plains, traditional owners of the land on which we gather today. I pay my respects to their elders, past, present, and emerging, and I extend that respect to our Aboriginal and Torres Strait Islander people here today. Before commencing, I'd like to address the emergency procedures for the building. Should the building fire alarm sound or you're advised there is an emergency, directions will be provided by the event supervisor. Please follow their instructions. I also ask that you place your phone on silent. It's now 10:30 A.M. in Adelaide, the appointed time for the commencement of the scheme meeting. As there is a quorum of independent Adbri shareholders present, I formally declare the meeting open. When I refer to independent shareholders at this meeting, I'm referring to Adbri shareholders other than the Barro Group Pty Ltd and its associates. This scheme meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on the 3rd of May, 2024. I will take the notice of scheme meeting as read. Please also note that this scheme meeting is being webcast live. The purpose of this meeting is for independent Adbri shareholders to vote on the proposed acquisition by CRH ANZ Pty Ltd, who I'll refer to as CRH, of all the issued shares in Adbri that Barro Group Pty Ltd and its associates do not own by way of a scheme of arrangement. I'll collectively refer to the Barro Group Proprietary Limited and its associates as the Barro Group. Adbri shares held by the Barro Group will not be acquired under the proposed scheme. I'm joined on stage by Adbri independent board director, Dean Jenkins, as well as the Group CEO, Mark Irwin, the Group CFO, Jared Gashel, and our joint company secretary, Cathy Oster. Adbri independent director, Emma Stein, is joining us today via video, and Michael Wright has been delayed, unfortunately. I turn now to a number of procedural matters before turning to the substantive part of the meeting. I remind everyone that this is a shareholders' meeting, and only independent Adbri shareholders, appointed proxies, corporate representatives, and attorneys are entitled to vote and speak at this meeting. I would also like to briefly summarize the voting procedures that will apply to this meeting. As outlined in the scheme booklet and notice of scheme meeting, the resolution to be voted on by independent Adbri shareholders at today's meeting will be decided by a poll. The proposed resolution is set out in the notice of scheme meeting contained in the scheme booklet. Computershare, the company's share registrar, will be the returning officer for the purposes of the poll. The persons who are entitled to vote on this poll are all Adbri shareholders other than excluded shareholders, which includes members of the Barro Group referred to earlier, as at the scheme meeting record date of 7:00 P.M. Sydney time on Monday, the 10th of June 2024, including their authorized corporate representatives, attorneys, and proxy holders. If you're a registered shareholder entitled to vote, you will have been issued with a blue polling card when registering for the meeting. If you're a duly appointed proxy holder of a registered shareholder, you will have been issued with a green polling card when registering for the meeting. If there is any person present who believes that they are entitled to vote as a registered shareholder but does not have a blue polling card, or as a duly appointed proxy holder but does not have a green polling card, would you please raise your hand, and a Computershare staff member will assist you. On the reverse of your blue or green polling card is your voting paper, which details the resolution that is being put to this poll. Shareholders and proxy holders with open votes will need to mark a box beside the resolution to indicate how they wish to cast the vote: for, against, or abstain. Please ensure you print your name where indicated and sign the voting paper. Once I have opened the poll and when you have finished filling in your voting paper, please lodge it in a ballot box to ensure your vote's accounted. Your vote cannot be counted unless it is lodged. The Computershare representative will be circulating the room with the ballot box. If you are a proxy holder and only have directed votes, as shown on the summary of votes attached to your green polling card, you do not need to do anything other than to sign and place the polling card in a ballot box. If you're a non-voting shareholder, you will have been issued with a yellow polling card when registering for the meeting. If you're a visitor, you will have been issued with a white polling card when registering for the meeting. Only attendees with blue, green, or yellow polling cards will be able to ask questions in the designated shareholder question section of this meeting. If you require any assistance, Computershare and Adbri staff are here to assist you. Please raise your hand if you require assistance. I now declare the poll open. You may vote at any time from now until I close the poll. I will provide a warning before closing the poll. I confirm that I hold a number of open proxies as Chair of the meeting. As set out in the notice of scheme meeting, I will vote all undirected proxies in favor of the scheme resolution. After the meeting closes, your votes will be counted by a registry, Computershare, and the results will be announced on the ASX as soon as possible. I would now like to say a few words about the proposed scheme of arrangement. On the 27th of February 2024, Adbri announced that it entered into a scheme implementation deed with CRH, under which CRH agreed to acquire 100% of the Adbri shares that the Barro Group does not own by way of a scheme of arrangement. If the scheme is approved and implemented, independent Adbri shareholders will receive AUD 3.20 for each Adbri share held on the scheme record date. Further details of the scheme are outlined in detail in the scheme booklet, which has been made available to shareholders in accordance with the orders of the Supreme Court of New South Wales. The scheme booklet also includes a report prepared by the independent expert, Grant Samuel, who was appointed by the Adbri independent directors to assess the merits of the scheme. The independent expert concluded the scheme is fair and reasonable and therefore is in the best interests of independent Adbri shareholders in absence of a superior proposal. In assessing the scheme, the Adbri independent directors considered reasons why independent Adbri shareholders may want to vote in favor of the scheme and why they may want to vote against the scheme. These are set out in detail in the scheme booklet and are summarized on this large screen. The Adbri independent directors continue to believe the scheme is in the best interests of independent Adbri shareholders. The Adbri independent directors also confirm that as at the time of this scheme meeting, no superior proposal has emerged, nor are we aware of any superior proposal likely to emerge. The Adbri independent directors unanimously recommend that you vote in favor of the scheme. Each Adbri independent director is voting or procuring the voting of any Adbri shares held or controlled by them as at the time of this meeting in favor of the scheme by voting in favor of the scheme resolution. Before we move to the formal business of the meeting, I'd like to take the opportunity to comment on the status of the conditions precedent to the scheme and the implementation timetable. The scheme will only become effective and be implemented if the conditions precedent to the scheme are satisfied or waived in accordance with the scheme implementation deed. As at the date of this meeting, FIRB approval has been obtained and the relevant condition precedent satisfied. Implementation of the scheme is now principally conditional on the approval of the scheme resolution by independent Adbri shareholders at the scheme meeting by the requisite majorities determined today and the approval of the scheme by the Supreme Court of New South Wales at the second court hearing. If the scheme is approved by independent Adbri shareholders today, the key events and the expected timing in relation to the approval and implementation of the scheme are set out in the timetable shown on the screen. The second court hearing for approval of the scheme is scheduled for Friday, the 14th of June 2024. If the scheme is approved by the Supreme Court of New South Wales, the effective date of the scheme and the last trading day in Adbri shares is expected to be Monday, the 17th of June 2024. The scheme is then expected to be implemented on Monday, the 1st of July 2024, and it is on this date that the scheme consideration, being AUD 3.20 cash per Adbri share, will be provided to independent Adbri shareholders in respect of the shares held at the scheme record date, which is expected to be 7:00 P.M. Sydney time on Friday, the 21st of June 2024. These dates are subject to the satisfaction of outstanding conditions precedent and the scheme becoming legally effective. Any changes to these dates or times will be announced to the ASX and on the Adbri website. If the outstanding conditions precedent, including shareholder and court approval, are not satisfied, the scheme will not proceed and Adbri will continue as a standalone entity listed on the ASX. We will now move to the formal business of this meeting. The sole item of business is the scheme resolution, which is set out in the notice of this meeting included in the scheme booklet. The meeting is asked to consider and, if thought fit, pass the scheme resolution, which is shown on the screen. That pursuant to and in accordance with the provisions of Section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Adbri Limited and the holders of its ordinary shares other than the excluded shareholders, as contained in and more particularly described in the scheme booklet of which notice convening this meeting forms part, is agreed to with or without alterations or conditions as approved by the Supreme Court of New South Wales to which Adbri Limited and CRH ANZ Pty Ltd agree. For the proposed scheme to be binding, the scheme resolution must be agreed by both a majority in number of independent Adbri shareholders present and voting on the resolution either in person by proxy or attorney or, in the case of a corporate holder, by duly appointed corporate representative, and at least 75% of the total number of votes cast by those independent Adbri shareholders. I would now like to open the meeting to questions in relation to the proposed scheme. I will address any questions received from independent Adbri shareholders and duly appointed proxy holders, attorneys, and corporate representatives regarding the scheme resolution. If you wish to ask a question, there is a microphone located at the front of the two aisles. When you approach the microphone, please raise your blue, green, or yellow polling card and introduce yourself before proceeding to ask the question. An Adbri team member will also be there to assist you. Are there any questions from shareholders here today in relation to the proposed scheme? If so, please proceed to your closest microphone. Hi, Dean Lambert, shareholder. I'm sorry, I should have crunched some numbers before today's meeting. Can you tell me what the net asset backing per share is at the moment? I'm going to refer to my CFO on my right as to the net asset backing per share. Yeah, our assets are about AUD 2 billion. So if you work it out, 650 or more million shares divided by AUD 2 billion, it's roughly AUD 3 and a bit. Around the AUD 3 mark. Yeah. Thank you. Yep. Yeah, Roger Capps. I wonder if you could explain at length on the exclusion and the background of the exclusion of the Barro Group from this scheme. It's not clear to me when I read it why the Barro Group is excluded and therefore why it's excluded from voting. What is the future of this arrangement? Thank you very much for your question. So the reason why the Barro Group are excluded is that their shares are not available to be purchased in the scheme of arrangement. So basically, Barro Group and CRH are jointly looking to own Adbri going forward. So Barro Group will remain as a 42.7% shareholder initially, and CRH are buying the balance of the shares, seeking to buy the balance of the shares. No, they're unable to vote because they're in an association with CRH in this scheme of arrangement. Good morning, Chairman. Thank you for meeting with us beforehand. We've had an interest in, I should say, I am Bob Ritchie, and I've been appointed to represent the Australian Shareholders' Association at this meeting. The association has had a long history of monitoring Adbri as some of you people here will know. Today, I will be voting for 68 shareholders with the proxies I've got. That'll be casting 600,004 votes, a bit over 600,004 votes. And as I look around the room and a quick count, I think our 68 is about equal to the number of people in the room. And that happens to be important today because one of the conditions is that there is a headcount for which there must be a simple majority. And there is also a conventional count on number of shares, which must be at a 75% super majority. Now, I do have a couple of questions, if you don't mind. Would you consider please putting up the proxy votes that you've got already? It'll give us an idea of what's going on, and it may inform the conversation that goes on around the room this morning. Yes, we'd be happy to if we can get the slide up of the proxy votes at this point. And I have two other questions. Do you have any information or comment apart from the gentleman sitting on your immediate right or perhaps, but do you have any comment about the staff? I've been asked about that this morning as I came in. There are people in the room who are interested in what the prospects of the Adbri staff might be as this arrangement goes forward. And I know you can't answer for CRH, but you've had conversations, and you might have some indications that would help people in the room. Yeah. So I think, Bob, thank you for the question. There's been a lot of engagement between CRH and the staff, and I think it's very positive engagement. I think in the scheme booklet, there's an indication from CRH that they continue to want to continue to operate Adbri in Australia. And so I think it has a very bright future, and the engagement with staff is reflecting that. Okay. Thank you. And I think of another question as I'm here, but the nature of the business, the structure of the business being formed, is a joint venture, as I understand it, between CRH and Barro Group, which I take it will be an Australian registered company with overseas ownership or overseas part ownership in the joint venture, majority ownership in the joint venture. Look, I'm not really at liberty to talk, but I think you've probably got it pretty much nailed by the way I'm getting nods around me. Okay. And I know we've discussed this, and I've got an opinion, but perhaps your opinion is better than mine on the quality of the expert opinion. I have criticized many expert opinions in the past, and I do not have criticism against this one. Personally, it's the best I've seen. But does the board have an opinion on the quality of the report it got from its experts that it hired? Yes, we're very comfortable with the quality of the report. Obviously, to appoint an independent expert, it's a very valuable part of the process. They're given access to a lot of the internal information, and we're very, very comfortable as to where they've landed. Dean Lambert, shareholder again. Look, I'd like to put this question in non-technical terms if I may. Personally, I'm a bit of a gambler. I don't like poker chips. I reckon horses is probably not the best thing. Once they've gone past the post, you've won or lost. However, with shares, if they go past the post and you don't like the result, fine, send them around again. See what they're like on the next lap. And again, and again. Well, I bought Adbri shares not long before there was a major fall back about 2017, I think, from memory. And I sent them around the post quite a few times. Yeah. Currently, they're only about AUD 4.90 a share, and it looks like I'm having to accept AUD 3.20. I'd really like to send them around the post a few more times. What's the outlook for future trade for Adbri at the moment? So obviously, in assessing the value of this scheme to independent shareholders, we went through, as the independent board committee went through, a thorough process. The Adbri board and management in mid-2023 did a thorough strategic review. As part of that, we came up with a valuation model. It was on the back of comparing the proposal with that valuation model that we became very comfortable that this was in the best interests of shareholders, subject to the independent expert confirming that as well. It was also a significant premium to where the Adbri shares had been trading in the recent past. The combination of all of that means that we remain unanimous in recommending this to independent shareholders. Thank you. Can I carry on a bit? Yes, one more. Yeah. I hold shares in other entities. Some of them are what I think you'd call corporate investors. Discussions with money in particular, they bailed on Adbri shares some years ago. I think they had better things to do with their money. I'm a bit different. I don't really have a good investment strategy and better things to do. I'm quite happy to sit here and wait for them to come up past my AUD 4.90. I really, really hate having to take a loss, and I'll sit back for years if I have to. I don't know what the flavor of the room is at the moment, but I really would like to see Adbri remain on the open market. I've been a loyal shareholder for a decade. It's a South Australian company. It's got lots of infrastructure. It's expanded Australia-wide, infrastructure Australia-wide. I'm really proud to see what they've done, and I'd like to think that my loyalty would be repaid with more than the kick in the guts. Sorry, we'll have your shares. Okay. Thank you. I appreciate your comments, but thank you. Are there any other questions from shareholders? I believe there are no further questions in relation to the proposed scheme, and I therefore conclude the discussion on this item. The proxies received in respect of the scheme resolution are shown, as I was shown just earlier. I will vote any undirected proxies in favor of the resolution. I now ask shareholders and proxy holders to cast their vote in relation to the scheme resolution if they have not already done so, as voting will be closing shortly. A reminder that once you finish filling in your voting paper, please lodge it in the ballot box to ensure your votes are counted. A Computershare representative is circulating the room with a ballot box. Abstentions are not counted when determining the outcome of the scheme resolution. Would you please raise your hand if you require more time to complete your voting paper? Is there anyone else that is still to cast their voting paper? Thank you then. I understand all polling cards have now been lodged and declare the poll closed. The results of this meeting will be released through the ASX as soon as available, and will also be available on the Adbri website. I would like to take this opportunity to thank all of Adbri shareholders for your attendance and your participation today, as well as for your support of Adbri. I would also like to thank my fellow directors and the Adbri executive leadership team for the commitment and support throughout this process. I would like to extend an invitation to all attendees here in person to join us for refreshments outside the room. This now concludes the official business of this meeting. I now declare the scheme meeting closed.