Okay, good. Could we have the door closed? Good afternoon, ladies and gentlemen, and welcome to the Scheme Meeting of AVJennings Limited. My name is Simon Cheong, and I am the Chairman of AVJennings Limited. I will be the Chair of today's Scheme meeting. Could I ask that all of you please turn off your mobile phones and any recording devices? Thank you. It is now 3:00 P.M., and the quorum being clearly present, I declare the Scheme meeting open. I will appreciate that some shareholders may have to leave before the end of the meeting. I therefore formally open the voting on the resolution to be considered at this meeting. The purpose of this meeting is for shareholders to vote on the proposed Scheme of arrangement in relation to the acquisition of all the ordinary shares in AVJennings by PM Nominees C Pty Ltd, who I will refer to during this meeting as Bidder. Bidder is an investment vehicle of Proprium Capital Partners (Australia) Pty Ltd and AVID Property Group. I would like to introduce my fellow directors who are in attendance today: Mr. Jerome Rowley, Deputy Chairman, Non-Executive Director; Mr. Philip Kearns, Managing Director and Chief Executive Officer; Bruce Hayman, Mr. Lim Teck Poh, and Mr. Mark Lai Man, who are all Non-Executive Directors. Mr. Bobby Chin has passed on his apology for this meeting, as he has a prior commitment. I would also like to introduce our General Counsel and Company Secretary, Carl Thompson, our Chief Financial Officer, Shanna Souter, who is sitting in front of you, and Chief Operating Officer, Mr. Stenio Orlandi, and our General Manager of Human Resources, Lisa Hunt. On 1st of April 2025, AVJennings announced it had entered into a binding Scheme implementation deed with Bidder, under which it is agreed that Bidder will acquire all the ordinary shares in AVJennings via a Scheme of arrangement. If the Scheme is implemented, AVJennings shareholders will receive a total of 65.5 cents for each AVJennings share, the whole as at the Scheme's record date. Details of the Scheme of arrangement proposed between AVJennings and its shareholders are set out in the Scheme booklet, which contains important information about the proposed Scheme and annexes a copy of the independent expert's advice. The independent expert, Crowe, in Australia, has concluded that the Scheme is in the best interest of AVJennings shareholders in the absence of a superior proposal. The AVJennings Board has carefully assessed the merits of the transaction and continues to unanimously recommend that, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Scheme is in the best interest of shareholders, shareholders vote in favor of the Scheme Resolution at today's meeting. Each of your Directors intends to vote any AVJennings shares held or controlled by them in favor of the Scheme Resolution. The AVJennings Board confirms that no superior proposal has been received by AVJennings since the announcement of the Scheme implementation deed, and as at the date of that Scheme meeting, the independent expert has not changed its conclusion that the Scheme is in the best interest of AVJennings shareholders. Mr. Philip Kearns may be entitled to vesting of certain performance rights in connection with the Scheme. Despite this interest in the outcome of the Scheme, Mr. Kearns and the AVJennings Board, excluding Mr. Kearns, consider that it is appropriate for him to make a recommendation. Further detail is set out in the Scheme booklet. Your Directors recommend the transaction for the following reasons: One, the Scheme Consideration represents a highly attractive premium for AVJennings shareholders to undisturbed trading prices, including a 98.5% premium to the closing price of AVJennings shares prior to the announcement of the Bidder Proposal in November 2024. Two, the Scheme Consideration is 100% cash, which provides AVJennings shareholders with certain value for their AVJennings shares. Three, the independent expert has concluded that the Scheme is in the best interest of AVJennings shareholders in the absence of a superior proposal. Four, AVJennings shareholders who can realize benefits from the franking credits attached to any Special Dividend if declared and provided a favorable class ruling is obtained from the Australian Taxation Office, may receive additional benefit from the value of those franking credits. Five, the AVJennings share price will continue to be subject to market volatility and may fall if the Scheme is not implemented. Last but not least, you will not need to pay a brokerage fee on the transfer of your AVJennings shares if the Scheme proceeds. In recommending the transaction, the AVJennings Board considered the potential disadvantages of the Scheme proceeding as set out in more detail in the Scheme booklet. Scheme conditions. Implementation of the Scheme is subject to a number of conditions, including the following conditions that remain outstanding: the approval of the Scheme by AVJennings shareholders, which is why we are holding the Scheme meeting today, the approval of the Scheme by the Supreme Court of New South Wales, and certain other customary conditions regarding the status of the company's business. These conditions are set out in detail in the Scheme booklet. Your Directors are not aware of any circumstances to date which would prevent any of the outstanding conditions from being satisfied. Special dividend. Under the terms of the Scheme, under the terms of the Scheme documentation, pardon me, agreed with the Bidder, AVJennings may declare a dividend of up to 16.7 cents per AVJennings share with the intention to optimize as far as reasonably possible the distribution of franking credits. The amount of any Special Dividend will be deducted from the Scheme Consideration paid to AVJennings shareholders on implementation of the Scheme. The AVJennings Board will determine in its absolute discretion whether to pay any Special Dividend and the quantum of that dividend. Based on information available to AVJennings as at the date of this meeting, we continue to estimate that the franking credits available for distribution are sufficient to support a dividend of up to 16.7 cents per AVJennings share. Determination of the Special Dividend amount remains at the discretion of the AVJennings Board and subject to the availability of current and forecast settlement funds at the time of Special Dividend declaration to satisfy the dividend payment as well as a funding buffer to continue business operations through to implementation, as well as securing a favorable ATO class ruling. FY 2025 Results. FY 2025 has recently completed and AVJennings is in the process of preparing its FY 2025 audited accounts. The company will comply with its obligation to update the market and launch those accounts to the extent applicable in due course. Timetable for implementation. If the Scheme is approved by the requisite majorities of AVJennings shareholders at today's meeting, the parties are targeting implementation on Thursday, 14th of August 2025. A summary timetable, which is indicative only, is set out in the Scheme booklet, and any changes will be announced on the ASX and SGX. With this background, we will now move to the formal business of the Scheme meeting. Before I put the Scheme Resolution to a vote, I will now disclose the details of the proxies that have been received, which are shown on the screen behind me. AVJennings has received the following proxies in relation to the Scheme Resolution: 425.88 million votes in favor of the motion, 306,000 votes against the motion, and 10.34 million votes at the proxy's discretion. I now will hand over to our General Counsel and Company Secretary, Carl Thompson, to discuss some procedural matters in relation to the conduct of the Scheme meeting and voting. Thank you, Simon. Good afternoon, ladies and gentlemen. For those physically present, you will have received at registration one of the following cards: a red card, which is for visitors who are not entitled to speak or vote; a yellow card, which is for shareholders entitled to speak and vote; and a blue card, which is for shareholders entitled to speak but not to vote. Please raise your blue or yellow attendance card, and we will ask that you introduce yourself before you ask a question when we come to that. For those of you online, at the bottom of the online platform, there are three boxes: one, get a voting card; two, ask a question; and three, downloads. If you did not submit a question prior to the meeting and would like to ask a question, you can do so by clicking the Ask a Question button, selecting the item of business that your question relates to, writing your question, and then clicking Submit. Andrew Keys will act as moderator for these questions. To ask an audio question, click on Go to Web Phone and follow the prompts to join the meeting on mute. When we call for questions, you may now press Star one on your keypad to raise your hand. When it's time to ask your question, the moderator will introduce you to the meeting and your line will be unmuted. If you no longer wish to ask your question, you can lower your hand by pressing Star two on your keypad. We will allow each speaker a reasonable opportunity to be heard. However, we will reserve the right to rule out of order any questions we consider to be repetitive or outside the scope of the Scheme meeting. I'll now hand back to Simon to discuss any questions. Thanks, Carl. Are there any questions or matters which relate to the Scheme Resolution in writing, including from those participating online? Yes. Five questions that have come through from Mr. Stephen Main. We will address them one at a time. Question number one relates to the cost of today's meeting. Thank you for holding a hybrid meeting today, which maximizes the ability of shareholders to participate. Which is more expensive, hiring a room at the physical venue or paying for the full online service at today's meeting? Roughly how much would shareholders have saved if there was just a physical meeting or an online meeting today? Carl, would you want to take that question? Thanks, Simon. The cost for each is about the same. If we'd held one and not the other, we would have saved about half of the cost. We decided to hold the online meeting as well as the physical meeting because we have a lot of overseas shareholders, particularly in Singapore, and it's the only way they can join the meeting. Thank you. The second question from Mr. Main relates to the physical location. Does the Constitution allow for fully online shareholder meetings? Why did we hold a Physical AGM in Melbourne last year and then switch to holding a Sydney Hybrid Meeting today when the company's head office is in Melbourne? Is it because we're using the New South Wales Supreme Court for the Scheme? We typically move the AGM around, so it's not unusual to have one in Melbourne, then Sydney, and occasionally Brisbane, I think, and even in Adelaide, actually. That's not unusual for us. We decided to hold a hybrid meeting for the reasons I said before. Was it appropriate to have a physical meeting for people who could attend and see the Board, and for those who are overseas or interstate to join online? Thank you. The third question relates to the order of today's meetings. Why didn't we hold the AGM before the Scheme meeting so the CEO could vote his fully vested performance shares in favor of today's takeover, or was that not legally impossible? Which law firm provided the legal advice in relation to this? Hello, and they are here. No, I don't think there was any. Yeah, can you just wait. Thanks, [Chris]. The answer is that the performance rights and equity incentives held by AVJennings employees will vest once the Scheme becomes effective, which is after the second court date. Even if the AGM went first, those shares wouldn't have been available to be voted. Thank you. The fourth question relates to the number of participants and proxy solicitation. How many of the nearly 1,600 shareholders voted by proxy? Why wasn't this headcount metric disclosed early with the formal addresses? What sort of proxy solicitation campaign did we run to maximize retail shareholder voting on this takeover? The proxy solicitation campaign was run. It was a telephone campaign. I forget the name of the firm who did it. It was actually run by, orchestrated by AVID. In relation to the numbers, I think about 280-odd shareholders voted. There is a second component to that question. Why didn't more of the 1,200 shareholders vote today? Are there any independent shareholders in the room at today's Scheme meeting? I can't speak to why other people didn't vote. I believe there are some independent voters, shareholders in the room. Thank you. The final question relates to dividend. Why wasn't more certainty provided on the fully franked Special Dividend? A range of 0 to 16.7 cents seems odd. Sorry, could you just repeat the question? Why wasn't more certainty provided on the fully franked Special Dividend? A range of 0 to 16.7 cents seems odd. It's ultimately a matter for the Board, and the Board will take the relevant matters into consideration between the 18th and the 21st of July when more information is available. It's inappropriate at this juncture to provide guidance on that point. Part B relating to the dividend, can you cite other takeover transactions of a similar size or larger which lacked specificity on the post-vote Special Dividend to clear the franking account? No. Yeah, we can take that on notice. There are no more questions. Thank you. Yes. A name, please. Sorry, this is more of a comment in response to some of those questions. As one of the independent shareholders sitting in the room with a number of proxies, I think it's good that it is a hybrid meeting. The last time a meeting was in Sydney was a number of years ago, and we've only been able to participate through attending the meetings. As you know, we've been very critical of the board, and page 47 of the independent expert report lists a number of lowlights we think for the board. In this aspect, we'd like to say you've got it right because, for once, we've been able to attend a meeting because it hasn't been in Sydney for a while, and we've only been able to attend the last few by hybrid only. Thank you. Thanks for that comment. Okay, that looks like there are no other questions. Ladies and gentlemen, that being the end of our discussion, I would like to thank you for your participation. I now put the Scheme Resolution to the vote, and I exercise my power as Chair to demand that the vote be conducted on the poll. I intend to vote all available undirected proxies in favor of this Scheme Resolution. I'll now hand it back to Carl. Carl, you can take it away. A meeting has been convened to an order of the Supreme Court of New South Wales made on the 8th of May. The purpose of the meeting is to consider and, if thought fit, to agree to a proposed Scheme of arrangement to be made between AVJennings and AVJennings shareholders as set out in the Scheme, PM Nominees C Pty Ltd (Bidder) will acquire all of the shares in AVJennings. The Scheme Resolution must be passed by a majority in number, more than 50% of AVJennings shareholders present and voting at the meeting, and at least 75% of the total number of votes cast on the Scheme Resolution by AVJennings shareholders present and voting at the Scheme meeting. We propose to take notice convening the Scheme meeting as read and will dispense with the formality of moving and seconding the Scheme Resolution as it is properly before the meeting. Voting on the Scheme Resolution will be by means of a poll, which will be conducted by the share registry, MUFG Corporate Markets. If there is any person present who believes that they are entitled to vote but has not registered to vote, would you please see the registration desk and a member of MUFG Corporate Markets will assist you. We have appointed Julie Stokes of MUFG Corporate Markets to be the returning officer for the poll. Julie has power to co-opt as her agents, members of her staff, and AVJennings staff. Attendees entitled to vote for this Scheme Resolution will at registration have been issued with a yellow-colored voting paper. A person who is entitled to vote in more than one capacity will have been provided with a separate voting paper for each separate capacity in which they are attending the meeting. Please carefully read the voting instructions set out on the back of the voting paper. Before placing the voting paper in one of the ballot boxes that will be circulated, a voter must indicate the manner in which the vote or votes are to be cast beside the resolutions listed. If you have difficulty in completing your voting paper, please raise your hand and a MUFG Corporate Markets representative will assist you. When you have finished filling in your voting paper, please lodge it in the ballot box. Can you please complete your voting papers? Would you please indicate by raising your hand if you require more time to complete and lodge your voting paper? Please ensure you have signed your voting card before lodging it in the ballot box. Given that some shareholders may require additional time to finalize their voting online platform, there will be a five-minute grace period from the conclusion of this meeting. A countdown timer for this five-minute grace period will display on the screen shortly. Thank you. After the votes have been counted, the results for the voting for the Scheme Resolution will be announced on the ASX and SGX and will be available on the AVJennings website. I'll now hand back to Simon to close the meeting. Thanks, Carl. Ladies and gentlemen, that being the end of all business for the Scheme meeting, I would like to thank all shareholders who are in attendance today and those who have appointed proxies or other representatives to vote at the meeting. Finally, on behalf of all my fellow Directors, I'd like to recognize the tremendous effort of the AVJennings executive team and every AVJennings employee. To every one of you, I offer my sincere thanks. I now declare the meeting closed for all purposes, subject to the conduct and conclusion of the poll. For those attending or viewing the Scheme meeting and the Extraordinary General Meeting online, a reminder that separate log in details apply for the AGM. Please log out of the Scheme meeting now and join the separate link using details set out in the AGM notice of meeting. You will now be able to join the AGM by staying on the link. Shall we come back to the next? Before we start the AGM. 15 minutes. I now welcome you to the Extraordinary General Meeting of AVJennings Limited. For anyone who has just joined us, my name is Simon Cheong, and I am the Chairman of AVJennings Limited. I will be the Chair of today's Extraordinary General Meeting. Could I now ask that all of you turn off your mobile phones and any recording devices? A quorum being clearly present, I declare the Extraordinary General Meeting open. I appreciate that some shareholders may have to leave before the end of the meeting. I therefore formally open the voting on the resolution to be considered at this meeting. AVJennings shareholders will have received a Scheme booklet together with a personalized proxy form, which sets out details of the proposed resolution to be considered at this Extraordinary General Meeting. I would like to introduce my fellow directors who are in attendance today: Mr. Jerome Rowley, Deputy Chairman and Non-Executive Director; Mr. Philip Kearns, Managing Director and Chief Executive Officer; Mr. Bruce Hayman, Mr. Lim Teck Poh, and Mr. Mark Lai Man, who are all Non-Executive Directors. Mr. Bobby Chin has passed on his apology for this meeting as he has a prior commitment. I would also like to introduce our General Counsel and Company Secretary, Carl Thompson, our Chief Financial Officer, Shanna Souter, and Chief Operating Officer, Stenio Orlandi, and our General Manager of Human Resources, Lisa Hunt. The purpose of this meeting is for shareholders to vote on the proposed share issue resolution, permitting AVJennings to issue shares to the Managing Director and CEO, Philip Kearns, in connection with the vesting of 3,285,750 performance rights subject to the Scheme becoming effective. The implied value of the AVJennings shares that are proposed to vest to Mr. Kearns pursuant to the share issuance resolution is $2,152,166.25 based on the Scheme Consideration of 65.5 cents per AVJennings share. The AVJennings Board has determined to accelerate and vest 93.9% of the AVJennings equity incentives in aggregate across all participants via the issue of new AVJennings shares. The directors, other than Mr. Kearns, who has recused himself, unanimously recommend that AVJennings shareholders vote in favor of the share issue resolution. The Scheme is not conditional on the share issue resolution passing and may proceed even if AVJennings shareholders' approval is not granted for the issuance of additional shares to Mr. Kearns pursuant to the share issue resolution. In these circumstances, AVJennings will consider acquiring AVJennings shares on open market or satisfying the vested performance rights by way of a cash payment. If the Scheme Resolution does not pass by the requisite majorities, no shares will be issued pursuant to the share issue resolution. With this background, we will now move to the formal business of the Extraordinary General Meeting. Before I put the share issue resolution to a vote, I will now disclose the details of the proxies that have been received, which are shown on the screen behind me. AVJennings has received the following proxies in relation to the share issue resolution: 400.49 million votes in favor of the motion, 22.88 million votes against the motion, 10.8 million votes at the proxy's discretion. I now will hand over to our General Counsel, Carl Thompson, to discuss some procedural matters in relation to the conduct of the Extraordinary General Meeting and voting. Thank you, Simon. Good afternoon, ladies and gentlemen. For those physically present, you will have received at registration one of the following cards: a red card, which is for visitors who are not entitled to speak or vote, a yellow card, which is for shareholders entitled to speak and vote, or a blue card, which is for shareholders entitled to speak but not vote. Please raise your yellow or blue card, and we ask that you introduce yourself before you ask your question at the appropriate time. For those of you online, at the bottom of the online platform, there are three boxes: one, get a voting card; two, ask a question; and three, downloads. If you did not submit a question prior to the meeting and would like to ask a question, you can do so by clicking the Ask a Question button, selecting the item of business that your question relates to, writing your question, and then clicking Submit. Andrew Keys, our moderator, will act as moderator for the online questions. To ask an audio question, click on Go to Web Phone and follow the prompts to join the meeting on mute. When we call for questions, you may press Star one on your keypad to raise your hand. When it's time to ask your question, the moderator will introduce you to the meeting, and your line will be unmuted. If you no longer wish to ask your question, you can lower your hand by pressing Star two on your keypad. We will allow each speaker a reasonable opportunity to be heard. However, we will reserve the right to rule out of order any questions we consider to be repetitive or outside the scope of this AGM. I'll now hand back to Simon to discuss any questions. Thank you, Carl. Are there any questions or matters which relate to the share issue resolution in writing, including from those participating online? Andrew, any questions? Chair, we do have questions online. The questions have come from Mr. Stephen Main, and they cover three topics. The first topic is the announcement. Why wasn't a separate ASX announcement made containing the notice of meeting for this AGM? There was a separate notice. There was a separate annexure to the booklet, one each for the Scheme meeting and one separate one for the AGM. The second topic is CEO commitments. What commitments has the CEO made in terms of remaining CEO once this takeover completes? Does he have a legally binding contract negotiated which provides a wider context to this accelerated performance rights proposal? The first part, that's a matter for the bidder and Phil to discuss post-completion. As to the second part, there's been no alteration to his contract. Thank you. The third topic relates to proxy reports. Did any of the proxy advisors issue a report and recommend against this resolution? If so, what reasons did they cite? Do you know the identity of who voted against and why? We have not received any or seen any proxy advisor reports. We would know, the registry would know who's voted against by proxy or has directed lodged direct votes. Yes, I mean, I don't know who they are, but there are some. Thank you. There are no more questions online. Thank you. Any other questions? Ladies and gentlemen, that being the end of all discussion, I would like to thank you for your participation. I now put the share issue resolution to the vote, and I exercise my power as Chair to demand that the vote be conducted on the poll. I intend to vote all available undirected proxies in favor of the share issue resolution. I will now hand back to Carl to discuss the voting procedure. Thanks again, Simon. The share issue resolution is an ordinary resolution. For the share issue resolution to succeed, a majority of AVJennings shareholders voting at this AGM must vote in favor of the resolution. We propose to take the notice convening this AGM as read, and we will dispense with the formality of moving and/or seconding the share issue resolution as it is properly before the meeting. Voting on the share issue resolution will be by means of a poll, which will be conducted by the share registry, MUFG Corporate Markets. If there is any person present who believes that they are entitled to vote but has not registered to vote, would you please see the registration desk and a member of MUFG Corporate Markets will assist you. We have appointed Julie Stokes of MUFG Corporate Markets to be the returning officer for the poll. Julie has power to co-opt as her agents, members of her staff, and AVJennings staff. Attendees entitled to vote for this AGM resolution will, at registration, have been issued with a yellow-colored voting paper. A person who is entitled to vote in more than one capacity will have been provided with a separate voting paper for each separate capacity in which they are attending the meeting. Please carefully read the voting instructions set out on the back of the voting paper before placing the voting paper in one of the ballot boxes that will be circulated by Julie. A voter must indicate the manner in which the vote or votes are to be cast beside the resolutions listed. If you have any difficulty in completing your voting papers, please raise your hand and an MUFG representative will assist you. When you've finished filling in your voting paper, please lodge it in a ballot box. Please complete your voting cards. Thanks, everyone. Given that some shareholders may require additional time to finalize their vote using the online platform, there will be a five-minute grace period at the conclusion of this meeting. A countdown timer for this five-minute grace period will display on the screen shortly. Thank you. After the votes have been counted, the results of the voting for this resolution will be announced on the ASX and SGX and will also be available on the AVJennings website. I'll now hand back to Simon to conclude the meeting. Thanks, Carl. Ladies and gentlemen, that being the end of all business for the Extraordinary General Meeting, I would like to thank all shareholders who are in attendance today and those who have appointed proxies or other representatives to vote at the meeting. Finally, on behalf of all my fellow Directors, I'd like to recognize the tremendous effort of the AVJennings executive team and every AVJennings employee. I think they deserve an applause. To every one of you, I offer my sincere thanks. I now declare the close of all, for all purposes, subject to the conduct and conclusion of the poll. Thank you, everyone. Thanks.