Good afternoon, ladies and gentlemen. My name's Timothy Netscher, and I'm privileged to be the Chairman of Gold Road Ltd., and also the Chair for today's scheme meeting, in accordance with the order of the Supreme Court of Western Australia made on the 14th of August 2025. I'd like to welcome you to today's scheme meeting, and thank you for your attendance. For those unable to join in person, I'd also like to warmly welcome those who are participating via our online meeting platform. Before we start the meeting, I'd like to acknowledge the traditional custodians of the land on which we meet, the Whadjuk people of the Noongar Nation, and pay my respects to their elders past and present. I'd also like to acknowledge the traditional owners of all the lands on which we operate and with whom we have strong and respectful relationships, and also pay my respects to their elders past and present. I'd be grateful if you could all please check that your mobile phone is switched off, and note that the taking or recording of photographs, video, or audio of this meeting or its proceedings by whatever means is not permitted without my consent as Chair. In the event of an emergency, please take the direction of the relevant Melbourne hotel staff. We are hosting the scheme meeting both physically in person and virtually. If we experience any technical issues during today's meeting that may result in a significant number of shareholders being unable to reasonably participate, I'll adjourn the meeting. If this occurs, we will lodge an ASX release that sets out the details of the reconvened meeting. In that case, we'd hope that the technical issues could be resolved quickly, thereby enabling the reconvened meeting to be held later today. Please check our ASX releases if any of this eventuates. The purpose of today's meeting is for shareholders to consider and to vote on the proposed acquisition of 100% of the shares of Gold Road by Greer Holdings Pty Ltd., an entity ultimately controlled by Gold Fields Ltd., by way of a scheme of arrangement. For ease of reference and brevity, the use of any defined terms at today's meeting, including in the presentation slides, are, unless the context otherwise requires, references to the corresponding term as defined in the scheme booklet. I'd like to begin by introducing the Gold Road Directors who are in attendance today. We have Duncan Gibbs, the Managing Director and Chief Executive Officer, and Independent Non-Executive Directors, Maree Arnason and Denise McComish. Independent Non-Executive Director Brian Leavitt will be noted as an apology. I'd also like to introduce Julie Jones, General Counsel and Joint Company Secretary, and Keeley Woodward, Joint Company Secretary. Lisa Arwen, at the back of the room, a representative from our share registry Computershare, is also present, and I appoint Lisa Arwen of Computershare to act as returning officer in relation to the poll, which we will be conducting during the scheme meeting. Before we formally commence the meeting, I'd like to briefly provide some background to the scheme. As you'll be aware, on the 7th of March 2025, Gold Road received an unsolicited, conditional, non-binding indicative proposal from Gold Fields to acquire all of the Gold Road shares for a cash consideration of AUD 2.27 per Gold Road share, plus a variable amount equal to each Gold Road shareholder's pro-rata proportion of the value of Gold Road shareholding in Northern Star Ltd. After careful consideration of this confidential proposal and engagement with Gold Fields, the Gold Road Board unanimously rejected this initial proposal on the basis that it did not provide sufficient value for Gold Road shareholders, though the Gold Road Board did indicate an openness to continue to engage in good faith discussions with Gold Fields. Gold Road subsequently received a revised proposal from Gold Fields that culminated Gold Road entering into the scheme implementation deed with Greer Holdings Pty Ltd., a wholly owned subsidiary of Gold Fields Ltd., on the 4th of May 2025, in relation to the acquisition of 100% of Gold Road shares on issue via a scheme of arrangement, which was announced to the ASX on the 5th of May 2025. Prior to entering the scheme implementation deed, the Gold Road Board carefully considered a number of alternative options to maximize value, in addition to undertaking an assessment of Gold Road on a standalone basis. The Gold Road Board considered that the all-cash scheme offered by Gold Fields delivers compelling and certain value to Gold Road shareholders compared to what may otherwise be available if Gold Road continued to operate as a standalone entity. Turning now to the scheme consideration, the cash consideration payable by Gold Fields under the scheme, if the scheme is approved and implemented, comprises, first off, a fixed cash consideration of approximately AUD 2.08 Gold Road share, being the fixed cash consideration component of AUD 2.52 Gold Road ltd. share offered by Gold Fields less the fully franked special dividend of AUD 0.43694 Gold Road ltd. share announced Gold Road ltd. on the 16th of September 2025, plus a variable cash component equal to Gold Road ltd. shareholder's pro-rata proportion of the value of Gold Road shareholding in Northern Star, determined by the volume weighted average price, or VWAP, of Northern Star shares over the five days immediately prior to, but not including, the effective date. As at the 8th of August 2025, being the last practicable date before the scheme booklet was finalized, the cash offer under the scheme valued Gold Road at approximately AUD 3.6 billion, or AUD 3.29 per Gold Road share. Based on the five-day VWAP of Northern Star shares at last Friday's close, the cash offer under the scheme valued Gold Road at approximately AUD 3.8 billion, or AUD 3.45 Gold Road ltd. share. However, of course, the value of the variable cash consideration component will continue to fluctuate based on movements in the value of Northern Star shares up until the date immediately prior to the scheme becoming effective. The actual amount that Gold Road shareholders will receive as consideration under the scheme will be finally determined after today's scheme meeting. Gold Road will announce to the ASX the final cash consideration payable under the scheme on the effective date, which is expected to be this coming Friday, the 26th of September 2025. That is, if the resolution at this meeting is duly approved by the requisite majorities and the scheme is approved by the court sitting on the 25th of September 2025. Gold Fields has confirmed that the consideration proposed under the scheme is its best and final price and will not be increased further in the absence of a superior proposal. Turning now to Gold Road special dividend. As you'd be aware, as announced by Gold Road on the 16th of September Gold Road has also determined a fully franked special dividend of AUD 0.43694 per Gold Road share, subject to the scheme becoming effective, which would result in the distribution of up to approximately AUD 0.1873 per share in franking credits. The special dividend will Gold Road to unlock and distribute the value held within Gold Road's franking account prior to the implementation of the scheme. The cash consideration payable under the scheme will, of course, be reduced by the amount of the special dividend. The benefit provided to Gold Road shareholders via the payment of the special dividend, with the corresponding reduction in the cash consideration to be provided under the scheme, will depend on shareholders' individual tax considerations and on the receipt of a favorable class ruling from the ATO, which is only expected to be received after the implementation of the scheme. Section 8 of the scheme booklet contains further details regarding the tax implications of the scheme. Turning now to the Board recommendation and independent expert's conclusion. The Gold Road Board of Directors has carefully considered the potential advantages and disadvantages of the scheme and unanimously recommends that you vote in favor of the scheme resolution in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interests of Gold Road shareholders. Subject to these same qualifications, each Gold Road Director intends to vote or procure the voting of all of the Gold Road shares held or controlled by them in favor of the scheme resolution at today's meeting. In considering the unanimous recommendation of the Gold Road Directors, shareholders should have regard to the interests of Gold Road Directors in the outcome of the scheme, which may differ from those of other shareholders. In particular, the interests disclosed in Section 10 of the scheme booklet are pertinent. As you are aware, Gold Road commissioned Deloitte Corporate Finance to act as independent expert in relation to the scheme. The independent expert concluded that the scheme is fair and reasonable and therefore in the best interests of Gold Road shareholders in the absence of a superior proposal. This remains the independent expert's conclusion today. Deloitte assessed the full underlying value of Gold Road at between AUD 2.80 and AUD 3.28 Gold Road share as at the 8th of August 2025. In comparison, as noted earlier, the implied value of the scheme consideration at that same date was AUD 3.29 per Gold Road share. Deloitte Corporate Finance have also noted that, like the scheme consideration, its valuation of Gold Road share will continue to fluctuate based on the fluctuations in the five-day VWAP of Northern Star Resources shares. I can also confirm that, at present, no superior proposal has been received by Gold Road board, and the Board is not aware of any competing proposal that is likely to emerge. Turning now to reasons to vote for or against the scheme. Gold Road board has identified several reasons for why you should support the scheme and for balance factors which may lead you to vote against it. These are all explained in detail in the scheme booklet and are summarized on the current slide. Having regard to Gold Road board's responsibility to act in the best interests of Gold Road shareholders, the Board believes that the advantages of the scheme outweigh the disadvantages. The scheme remains subject to certain conditions, including the independent expert continuing to conclude in the independent expert report that the scheme is in the best interests Gold Road shareholders in the absence of a superior proposal, Gold Road shareholders approving the scheme resolution by the requisite majority at today's scheme meeting, and the Supreme Court of Western Australia approving the scheme at the second court hearing, which is scheduled to be held at 2:15 P.M. Australian Western Standard Time on Thursday, the 25th of September 2025. Given that Greer Holdings Pty Ltd., which is the wholly owned subsidiary of Gold Fields is considered a foreign person for the purposes of Australia's foreign investment legislation, the scheme was subject to receipt of approval from the Foreign Investment Review Board of Australia. As announced by Gold Road on the 21st of May 2025, this approval has been obtained, and this condition is therefore satisfied. There are a number of other customary conditions to the scheme set out in the scheme implementation deed and in the scheme booklet. As at the date of this meeting, the other customary conditions have either been satisfied or are expected to be satisfied before the second court hearing. Your directors are not aware of any circumstances to date which would prevent any of the outstanding conditions from being satisfied. I now turn to the proposed timetable for the implementation of the scheme. If the scheme is approved by the requisite majority of Gold Road shareholders at this scheme meeting, Gold Road will take the scheme to the Supreme Court of Western Australia for approval on Thursday, the 25th of September 2025. If the court approves the scheme, a copy of the court orders approving the scheme will be lodged with the Australian Securities and Investment Commission on the 26th of September 2025, after which the scheme will become effective and Gold Road shares will be suspended from trading on the Australian Securities Exchange from close of trade on that same day. As detailed in the scheme booklet, the variable cash consideration will be calculated by reference to the five-day VWAP of Northern Star shares as traded on the ASX immediately prior to the scheme becoming effective. For the avoidance of doubt, this means the volume weighted average price of Northern Star shares as traded on the ASX over the five-day period up to and including Thursday, the 25th of September 2025, which will be the day immediately prior to the day on which the scheme is expected to become effective. If the scheme becomes effective, Gold Road shareholders on the register at 7:00 P.M. Australian Eastern Standard Time on Tuesday, the 30th of September 2025, will be entitled to receive the special dividend of AUD 43.694 per Gold Road share in respect of the Gold Road shares that they hold on that date. The special dividend is then expected to be paid on the 7th of October 2025, in the same manner that the scheme consideration will be paid. Gold Road shareholders on the register at 7:00 P.M. Australian Eastern Daylight Time on Wednesday, the 8th of October 2025, will be entitled to receive the scheme consideration. The scheme consideration is expected to be paid on the implementation date of the scheme, which is expected to occur on Tuesday, the 14th of October 2025. These dates are subject to the satisfaction or waiver of the outstanding conditions as previously noted, including court approval. Any changes to the timetable will be announced to the ASX. Before we formally commence the scheme meeting, there are a few important things that I'd like to note. Shareholders eligible to vote who are attending in person today, if you didn't register with Computershare upon entry into the meeting room today, can you please do so now? You should have received a green admission card, which is also your voting card. If you have not received a voting card, please raise your hand now so that Computershare can provide you with a voting card so that you are able to vote. For those who are eligible to vote and attending online, if you have not already done so, to validate your registration, you'll be asked to enter your security holder reference number, commonly referred to as an SRN, or holder identification number, commonly referred to as an HIN, plus your postcode if you're in Australia or your country if you're outside Australia. I will outline the process for voting later during the formal scheme meeting. As it is now well past 2:00 P.M., we'll now move to the formal business of the scheme meeting. I'm advised that a quorum is present, and I therefore declare the scheme meeting open. As noted at the outset, the purpose of this scheme meeting is for Gold Road shareholders to consider, and if thought fit, to approve with or without modification the proposed scheme of arrangement in relation to the proposed acquisition of Gold Road by Greer Holdings Pty Ltd. I refer to the notice of scheme meeting contained in Appendix 4 Gold Road's scheme booklet dated 15 August 2025. As the scheme booklet was released to the ASX on 15th August 2025 and subsequently made available Gold Road shareholders, I'll take the notice of scheme meeting as read. Details about how shareholders can register, vote, and ask questions during this meeting have been set out in the explanatory statement attached to the notice of meeting and in the online meeting guide, which has been made available to shareholders. Turning now to the scheme resolution, the purpose of this meeting is to consider, and if thought fit, to pass the scheme resolution set out in Appendix 4 of the scheme booklet. The scheme resolution is set out on the screen now and is as follows: that Person 2 and in accordance with Section 411 of the Corporations Act, the scheme as defined in the scheme booklet incorporating this notice, the terms of which are contained in and more particularly described in the scheme booklet of which this notice forms part, is agreed to with or without alterations or conditions as approved by the court to which Gold Road and GHPL agree, and Gold Road directors are authorized, subject to the terms of the scheme implementation deed, to agree to such alterations or conditions and subject to approval by the court to implement the scheme with any such alterations or conditions. Now, in order for the scheme resolution to be passed, it must be agreed by, unless the court orders otherwise, a majority in number that's more than 50% of Gold Road shareholders present and voting at the meeting, either in person, by attorney, by proxy, or by duly appointed corporate representative, and at least 75% of the total number of votes cast on the resolution. Please note that on the screen are the details of the total valid proxies received prior to this meeting in relation to the scheme resolution. As stated in the notice of scheme meeting, the undirected proxies that I received as Chair of the meeting for the purpose of the scheme resolution will be voted in favor of the resolution. Turning now to questions, we've received two questions in relation to the scheme from a shareholder, that's Mr. Jason Lamb from Queensland, in advance of the meeting. I'll read the questions first and then provide responses. Question one, the independent expert report is as at the 8th of August 2025. Since this date, the XGD, which is the ASX Gold Miner Index, is up 25%. Spot price has improved some 10%, and a lot of banks have upgraded their gold price forecasts towards AUD 3,800 by the end of 2025 and continuing to rise into 2026. Not just the FY 2025 price, but also the long-term price of AUD 2,200- AUD2,500, given where current all-in sustaining costs across the industry sit, and the almost consistently undershooting the future gold price made by analysts in this space. I would argue this significantly undervalues Gold Road. The independent expert sensitivity table with spot + 15%, which will still result in a gold price below a lot of recent broker upgrades, will add AUD 300 million to the value of Greer, or approximately AUD 0.27 a share for Gold Road holders on that alone. To mention nothing of the impact of this on our exploration assets or holding in Northern Star Resources. In light of this, how appropriate is the selected gold price assumption utilized by the independent expert? In response to this question, Gold Road did not have any input into the gold price or other valuation assumptions by Deloitte as the independent expert. They are an independent expert for a reason, and they cannot be influenced by either ourselves or the buyer. Gold Road did provide extensive feedback on the factual accuracy of the independent expert report. The use of a consensus gold price assumption by Deloitte as the independent expert is an approach widely used in the industry, including by brokers to make recommendations on the value of gold equities. I have it on good authority that, in fact, since the 8th of August, the consensus long-term gold price has not actually changed, although spot price and short-term increases have changed. In addition, on pricing, on valuation, the variable price component linked to the market price of the Northern Star shares means Gold Road shareholders retain some exposure to fluctuations in the market value of gold and gold equities, as reflected in the total consideration to be realized Gold Road shareholders if the scheme becomes effective. We have all seen the increase in the Northern Star share price since the 8th of August. Turning now to question two, was there any consideration given towards passing through the Northern Star Resources shares Gold Road holders pro rata rather than a cash payment? This would allow each holder the ability to sell their Northern Star shares on market if they so choose, or to retain depending on their personal view and tax position. Can the board elaborate on this consideration if it took place, and if not, why not? In response to this question, there has been significant consideration given to the most shareholder value accretive way to deal with the Greer and now Northern Star shares, including via the engagement of tax and financial advisors. Multiple options were considered prior to the initial offer made by Gold Fields to acquire Gold Road in March 2025. A distribution of Greer or Northern Star shares would create a substantial capital gains tax liability for Gold Road. any franking credits created by payment of this tax would remain with Gold Road, making it one of the least effective approaches to provide full value to shareholders. The structure of the scheme with a fully franked special dividend enables Gold Road to fully distribute available franking credits to shareholders. Those are the answers to the two questions raised prior to the meeting and the answers. There will now be an opportunity for shareholders attending in person and online to ask any other questions in relation to the scheme resolution. I want to remind again that this is a shareholders' meeting, so only shareholders, their attorneys, proxies, and authorized representatives are entitled to ask questions relating to the resolutions. If you wish to ask a question, please state your name for the benefit of the other attendees of this meeting and confirm that you are a shareholder. If you are representing a corporate shareholder, please state who you are representing. If you're attending online, instructions on how to submit a written question are set out in the online meeting guide within the scheme booklet or displayed on the slide before you. Any questions submitted online will be moderated by the Company Secretary, Julie Jones, and put to me. If we receive multiple questions on one topic, they'll be collated together. I will endeavor to answer your questions straight away. However, I do reserve the right to take a question on notice if an immediate answer is not available, or if the question is specific or not of interest to shareholders as a whole. I ask that you be courteous and respectful to those attending the meeting and keep your questions to a reasonable length. Please ensure that your questions and comments are relevant to the matter before the meeting and to shareholders as a whole. I'll first respond to written questions which have been submitted online, and then I'll provide the opportunity for those shareholders present in the room to ask questions. Julie, have we received any questions from those shareholders participating online? See some questions, Tim. We've got three questions from Mr. Stephen Main, and I'm going to read them out in full. The first question/comment is, "Thank you for running a hybrid meeting today and also for disclosing some of the proxy votes early with the formal addresses. On the shares metric, the scheme will clearly comfortably pass with 99% support, but the data disclosed on the headcount metric didn't make sense, saying there was 57.6% in favor and 0.48% against. The latest annual report says we have around 14,000 shareholders. How many of them voted for and against by proxy, and what sort of proxy solicitation campaign did we run to get out the vote with retail shareholders? Did the board and senior management round up staff, friends, and family to vote in favor? Maybe you can comment on the calculation, and I can confirm we didn't round up staff, family, etc. My wife still got to hear about this stuff. I know the same applied to other board members. I didn't quite understand the question on the mass of the. I just read it out as it was written, Tim. To the extent that you can't understand it, that is the question as written to us. Okay. Any other questions? Yes, there are two more questions, Tim. "How involved were we in assisting Gold Fields achieve FIRB approval from Federal Treasurer Jim Chalmers? Did they need to seek any approvals from the WA government, given that they represent the taxpayers which ultimately own most of the gold which Gold Fields will be extracting and selling in the period ahead? We certainly didn't render any assistance to Gold Fields to obtain FIRB approval. That's entirely their business, so that was done on their own. Regarding the West Australian government, I don't know whether Gold Fields had any consultation with the West Australian government. We did not. I have further questions, Tim. Throughout the process, did anyone suggest requiring Gold Fields to offer a script alternative and to dual list on the ASX, similar to what happened when Newcrest and Illumina were taken over in recent years? No. The next is just a comment, so I'm reading it out. "This all-cash offer will generate more than AUD 300 million of capital gains tax revenue for Canberra and is not very tax-effective at the top of a boom." The next questions from Mr. Main are as follows. "Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX dropping in 28 of the past 31 months for a net reduction of 238 or 10.3% to 2,056 listed entities on the 31st of August 2025. There were a record of 27 major takeovers above AUD 100 million completed in calendar year 2024, and this deal will now be the 25th to complete so far in calendar year 2025. Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks, and did losing another major gold-listed miner ever factor into the board's thinking during negotiations? Why is this happening? Are we just not entrepreneurial enough as a nation, or are the ASX regulations becoming too onerous, especially compared with private markets? Yeah. No, the board didn't consider any of those matters. We considered interests of shareholders first and foremost. I'm sure we each have our individual opinions on, and I'm assuming Mr. Main's stats are right. We'd have our individual opinions on the reduction of the number of listed companies on the ASX, which will remain our individual opinions. That completes the questions, Tim, and there are no further questions online. Okay, thank you. Are there any questions from the room here? No questions in the room. I think shareholders are getting a bit tired of seeing me standing up here, and I apologize that it's been a bit long-winded, but you have to go through all the procedures correctly so that we can present the right affidavits to the court later this week. We'll now move to the voting on the scheme resolution to agree to the scheme as set out in the notice of meeting. I'll now put the scheme resolution to the meeting and direct that the proposed resolution be determined by a poll as outlined in the scheme booklet and in accordance with Rule 10.9A of Gold Road's Constitution. As noted at the outset, Lisa Arwen of Computershare, representing our share registry, has been appointed to act as returning officer for the purposes of this poll. I'll now read out the voting procedures to you. Only shareholders and authorized proxies, attorneys, and corporate representatives are entitled to vote on the scheme resolution. If you are present in person today, your green admission card contains voting instructions. If you're voting as a proxy holder, your admission card will have a summary of proxy votes attached. If you have open proxies, you may make a marker box to indicate how you wish to cast your vote. If your pointer has directed how you should vote on any item, you must follow that direction, and by completing the admission card, you are deemed to have voted in accordance with these instructions. If you've been directed to abstain from voting, you should not complete or lodge the admission card. Please ensure that you complete your admission card and lodge it in a ballot box to ensure that your votes are counted. If you need assistance with completing your admission card, please ask one of the Computershare team members who are available at the registration desk or who will be in the room collecting the admission cards. If you're voting online and eligible to vote, to register to vote, you must click the vote icon, and the voting options will appear on your screen. Voting instructions are set out in the online meeting guide within the scheme booklet or displayed on the screen before you. To change your vote, select click here to change your vote and press a different option to override. You'll be able to change your vote until I declare that the poll is closed. Voting is now open and will remain open until I close the poll. I'll provide a warning before closing the poll. Please now complete your admission card if you've not already done so by marking your vote in the for, against, or abstain box next to the resolution. If you have any questions concerning the voting process, please do not hesitate to ask one of the team from Computershare. For those voting online, please follow the instructions set out in the online meeting guide at Appendix 5 in the scheme booklet or on the screen before you. If you are having any difficulties, shareholders participating via the virtual meeting website should now submit their votes. While you're finalizing your votes, on the screen are the details of the total valid proxies received prior to this meeting in relation to the scheme resolution. I'll now, in my capacity as Chairman, vote all directed proxies in accordance with the directions provided by shareholders. As stated in the notice of scheme meeting, I'll also vote available undirected proxies in favor of the scheme resolution. In a moment, I'll close the voting system. Does anyone require any additional time to vote? No requests online, Julie. Okay, thank you. All right, thank you. I'll now declare that the poll on the scheme resolution is closed. The results of the poll will be released to the ASX via the company announcements platform as soon as possible following the conclusion of this meeting. As there's no further business, that concludes the formal proceedings of the scheme meeting, and I now declare this meeting closed at 2:41 P.M., subject to the conduct and conclusion of the poll. Thank you for your attendance today and also for your support for Gold Road. Thank you very much.
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