Well, good morning, ladies and gentlemen, and welcome to the 2024 Annual General Meeting for Karoon Energy Limited. A sincere welcome to you all, and it's great to see such a large turn up of shareholders and guests within the room here in Melbourne. Firstly, my name is Peter Botten, and I am the Chair of the Karoon Board of Directors. Firstly, I have a couple of housekeeping matters, as always. For those of you in the auditorium, please ensure your mobile devices are now set to silent mode, and in the unlikely event of an emergency, you should proceed down the stairs to the side of the room to the exit and exit the building, while at all times following the direction of the RACV staff. As you're aware, the meeting today will be held as a hybrid meeting. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can also 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 and type your question into the text box. Once you have typed, finished typing, please hit the Send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, they will be amalgamated. To allow all shareholders the opportunity to ask questions, I reserve the right to limit the number of questions. Voting today will be conducted by way of a poll on all items of business. If you are eligible to vote, once voting opens, press the Vote icon and all resolutions will be activated with vo-voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button, as the vote is automatically recorded. You will receive a vote confirmation, notification on your screen. You can also change your vote up until the time I declare voting closed. To provide you with enough time to vote, I will shortly open voting for resolutions one to nine. I'm advised that a quorum of members is present. I therefore declare the meeting legally constituted and open. Before proceeding with formalities, I'd like to introduce participants joining the meeting today. Firstly, the independent non-executive directors of your company. Mr. Peter Turnbull is chairman of the People and Culture Committee and a member of the Audit, Risk and Governance and Sustainability and Operational Risk committees. Mr. Clark Davey is chairman of the Audit, Risk and Governance Committee and member of the People and Culture Committee. Ms. Luciana Rachid is the chair of the Sustainability and Operational Risk Committee. Mr. Tadeu Fraga is a member of the Sustainability and Operational Risk Committee. Ms. Joanne Palmer is a member of the Audit, Risk and Governance Committee, and Ms. Melissa Holzberger is a member of the People and Culture Committee. The remaining member of the Board is Dr. Julian Fowles, who is Karoon's Chief Executive Officer and Managing Director. Also participating in the meeting today are Mr. Ray Church, the Chief Financial Officer, and Mr. Daniel Murnane, our General Counsel and Company Secretary. I'm chairing the meeting from the RACV Club, 501 Bourke Street in Melbourne, Victoria. Our senior vice president of communications and investor relations, Ms. Ann Diamant, will moderate questions submitted during the meeting. Mr. Julian Mazza from our registry, Computershare, will also be supporting the meeting as returning officer. Mr. Graham McKenna, who's in the front row of the auditorium here, is representing our auditors, PwC. He is also obviously present today. Ladies and gentlemen, as the Notice of Meeting has been made available to all shareholders, I will take it as read. As we progress through the meeting, first, I will present my address, followed by a presentation by the Chief Executive Officer and Managing Director, Dr. Julian Fowles. We will then proceed to consideration of the formal resolutions as outlined in the Notice of Meeting. Now to my address. In July 2023, the Board decided to change Karoon's year-end from July 1 to June 30 to 1 January to 31 December last year. This was done to streamline the preparation of statutory annual financial statements and annual tax returns, as well as align Karoon's financial year-end with other industry peers. As a result, Karoon reported a six-month transitional financial year, beginning on 1 July 2023, and ending on 31 December 2023, which we refer to as TY, transitional year, 2023. This six-month period was transformational for Karoon. The highest production and sales volume for a half year in the company's history resulted in underlying net profit after tax of $144.7 million, a record six months for Karoon. A key achievement in FY 2023 was also our entry into the US Gulf of Mexico, with the $720 million acquisition of interest in the producing Who Dat oil and gas fields, associated infrastructure, and adjacent exploration acreage. The acquisition was in line with Karoon's major strategic objective to diversify our asset base and reduce our dependence on one asset in one country by purchasing a value-accretive, long-term production asset with development and exploration upside. We completed the transaction on the twenty-first of December, 2023. This acquisition has fundamentally changed the risk profile and maturity of Karoon and builds a platform of sustainable returns that can now be appropriately shared with our shareholders. Maintaining safe and reliable operations remains our foremost priority. We believe all incidents are preventable, and that this must be the first thing we consider across our businesses every day. It is pleasing to note the continued good safety performance across all our operations. This stems from an ongoing focus by our people, our contractors, on processes and procedures that drive safety leadership from top to bottom in production, exploration, and office environments. However, it is vital not to become complacent, and we continue to seek opportunities for continuous improvement. While Julian will go into Karoon's operational and financial performance in more detail, I want to acknowledge the short-term operational issues experienced in late 2023 and early 2024. This has led to two production guidance downgrades, which is especially disappointing. The issues at Baúna are largely related to the FPSO top sides. Julian and his team are working closely with the FPSO operator, Altera & Ocyan, to improve the reliability and continually improve the safety performance of the facility. We are also in dialogue with LLOG, the operator of Who Dat, and our joint venture partner, Westlawn, about how to optimize both the near and long-term Who Dat production and the value associated with that production. We are working through these issues at both Baúna and Who Dat with the aim of improved performance in the second half of calendar 2024. I'd like to stress that we remain very comfortable with the decision to invest in the Who Dat assets and are confident that they will add material short, medium, and long-term value to shareholders. We take on the challenge of demonstrating this value to you, our shareholders. While recent production has been lower than anticipated, Karoon is currently benefiting from the strength in crude oil prices, which are driving improved revenue. While off its peak of $96 a barrel, reached in September 2023, the Brent crude price is trading at approximately $82 a barrel, while the market crude for our U.S. oil sales, West Texas Intermediate, or WTI, is at $77 per barrel. However, oil prices remain volatile, reflecting ongoing tensions in the Middle East and a mixed outlook for the global economy and the pace of oil supply growth. The impact of higher oil prices is being partially offset by historically low U.S. gas prices, and while there are signs that inflationary cost pressures are easing, the cost of many services to the oil and gas industry remain elevated. All these factors show why it's crucial for Karoon to continue to maintain strong financial discipline. Since our 2021 strategy refresh, Karoon has been steadily delivering its stated objectives. Julian will talk more about this shortly. As a result, we have seen improvements in almost all the key metrics by which international oil and gas companies are judged. Over the past 3.5 years, 2P reserves have nearly doubled, reflecting the successful delivery of the Baúna intervention program and Patola development, as well as the Who Dat acquisition. 2C contingent resources are up some 3%, despite the movement of nearly 15 million barrels into the 2P reserves, while our unrisked 2U Prospective Resource inventory is nearly 107 million barrels of oil equivalent. On a 12-month rolling average basis, EPS has grown eightfold since we acquired the Baúna asset in November 2020, while the return on assets has moved from negative into positive territory over the same period. Since the acquisition of Baúna in late 2020, our share price generally has outperformed other oil and gas companies in Australia and the Brent oil price. While recent performance has been soft, we remain confident that this will improve once production has stabilized and various capital management initiatives are endorsed. We believe that our current strategy, which is focused on building a long-term, sustainable, cost-effective production profile, will ultimately drive superior total shareholders' returns in the form of share price appreciation and direct capital returns to shareholders. Following extensive engagement with our shareholders, we believe our strategy is strongly aligned with the interests of a majority of Karoon shareholders, particularly those who have a long-term perspective and an interest in Karoon remaining a competitive and stable participant in the international oil and gas sector. The board favors a balanced approach to capital management, where predictable, sustainable dividends can be paid using a business model and set formula while continuing to build the company value through judicious development, exploration, and disciplined acquisitions. We do not believe the liquidation of the company through the payment of unsustainably high dividends over a three-four-year period is supported by a majority of shareholders. While acquisitions have been deprioritized until we have integrated the Who Dat assets fully and production from Baúna has been restored to its full potential, Karoon intends to continue to screen both internal and external potential growth opportunities in development, exploration, and new ventures. The Board mandate for organic and inorganic growth alike is that any investment opportunity must be assessed using strict criteria that ensure that it is materially value accretive. Acquisitions must compete on economic merit with other forms of capital returns to ensure we deliver the most value for shareholders. A key element in our long-term growth strategy is ensuring we have access to competitive long-term source of debt capital. Karoon recently accessed the bond market for the first time with an inaugural issue of $350 million. We consider this as a highly strategic step in the company's evolution. The timing of the issue was driven by the strategic imperative to broaden and deepen our sources of funds at an optimal time. This was dictated by our current strong credit rating and a desire not to be raising capital during the U.S. elections in the second half of the year, which is the next available window for this opportunity. The bond issue has enabled us to start developing long-term relationships with bond investors, who will likely be a significant future source of non-equity funding, given the ongoing decline of bank debt for upstream oil and gas developments. It was not, as some have suggested, to fund an imminent acquisition. That will not happen. The bond will give Karoon greater flexibility to free up latent capital on the balance sheet, provide shareholder returns, and pursue growth where it meets our investment criteria. As was announced in October 2021, after our strategic refresh, and many times since, it's been long been our intention to consider capital returns to shareholders once we have achieved a stable and diversified production base. Following the successful Baúna interventions, Patola development, and Who Dat acquisitions, we are now in this position. Our capital allocation framework is unchanged. Our priority is to support safe and reliable operations and maintain liquidity and balance sheet strength. Surplus cash will then be applied to value accretive, organic and inorganic growth, and capital returns to shareholders based on what generates the greatest shareholder value. The Board absolutely recognizes the importance shareholders place on capital returns, including dividends, in adding value to your shareholding. It also recognized the discipline that paying a reasonable, sustainable dividend brings to an appropriate capital management and investment strategy. As highlighted in my letter to shareholders last week, we are well advanced in developing a robust, sustainable shareholder returns policy. We have already completed work that will allow distribution of Brazilian profits to shareholders with minimal tax leakage. Scenario planning based on different production, reliability, oil price, and cost outcomes is well underway. In addition, a detailed review of other factors, such as available franking credits, Petrobras contingent payments, and restoration and provisions obligations, are being considered. We intend to announce our framework for shareholder returns to the market in July 2024, with our quarterly result, that will be announced in July. This framework will include what measures we intend to use going forward in determining capital returns and the options available, including dividends and any other initiatives, including share buybacks, that are appropriate. We intend to apply this capital management framework from the 2024 half-year results onwards. Finally, turning to ESG matters. Firstly, on governance. We believe good corporate governance, which builds trust in the backbone of any well-functioning company and is fundamental to its long-term success. The purpose of Karoon's corporate governance framework, shown on this slide, is to delegate tasks while maintaining accountability for outcomes. We believe this is the optimal approach to allow the Board to focus on higher-level strategic decision-making, while empowering our management and employees to take ownership and expedite projects by leveraging the diverse talents and capabilities of our staff. The Board is responsible for setting and monitoring the strategic direction of the company and setting the remuneration structure. The Board firmly believes that the approach Karoon took to remuneration incentives in transition year for the six months covering the period June to December 2023 was appropriate. The acquisition of a suitable value-accretive second producing asset to diversify Karoon's operations from its single asset, one country exposure, has been crucial to Karoon's long-term de-risking objectives and strategy to create long-term value for shareholders. With this having been largely satisfied with the acquisition of Who Dat, the 2024 STI incentives that are applicable this year to management this year are fundamentally different from the transition year twenty-- in 2023, reflecting a significant change in emphasis for the company. Management in 2024 are incentivized through their STIs to focus primarily on the delivery of production targets, budgeted costs and CapEx, safety targets, and various measures of operational excellence. More than 77% of their potential reward is attributed to these factors. The balance of 22.5% relates to superior project execution and capital management, culture development, and only 5% is provided for screening and maturation of accretive growth opportunities, which must meet stringent investment criteria. I would note that Karoon's approach to long-term incentives is similar to other peer companies and market norms. Since assuming the role of Chair in November 2023, the composition and renewal of the Board has been a key focus area for me. The proposals being voted on today form part of a carefully considered program that takes into account the Board's current and emerging skills matrix requirements, Board renewal and turnover dynamics, diversity balance, and the committee leadership responsibilities. The appointment of Joanne and Melissa brings substantial audit, commercial, legal, and governance experience to the Board, and will allow a smooth transition of Board committee responsibilities in the second half of 2024 and during 2025. As part of this renewal, Clark Davey has indicated that he will stand down from our Board and as Chair of our Audit Committee in October, following completion of the 2024 half-year accounts. Joanne will take his place as chair of this committee. We also expect to appoint an additional director over this period with experience and knowledge of the U.S. oil and gas sector, which was a key reason for requesting a modest increase to our director fee pool this year. Karoon believes that a successful business should not only add value to shareholders, but also help improve the lives of people in our local communities. During FY 2023, Karoon supported 22 social and community projects in Brazil. We will continue supporting these projects, which are having visible, positive impacts on our local communities. As an oil and gas producer, we recognize the need to take responsibility for our greenhouse gas emissions. We achieved carbon neutrality on our Scope 1 and Scope 2 emissions from Baúna for FY 2023, and we are on track to be carbon neutral for FY 2023. While the acquisition of Who Dat increases our absolute emissions, our ambitions for being net zero for Scope 1 and 2 emissions by 2035 remain unchanged. In conclusion, I'd like to take this opportunity to thank our shareholders for their support during FY 2023 and since. Your Board has heard your sensitivities, and we are committed to draw and deliver value to you in the second half of the year. I would also like to commend the entire Karoon team for their hard work and commitment to Karoon during our transition year. In closing, I thank you for your time and attention so far, and I look forward to answering your questions shortly. I will now ask our CEO, Julian Fowles, to address the meeting and speak about the company's operational performance. Thank you. Thanks very much, Chairman, and good morning to everyone joining us here in the auditorium and on the call today. ...As you heard from Peter, FY23 was a transformational period for Karoon. As well as delivering record production and profitability, the key achievement in FY23 was the acquisition of the Who Dat assets in the U.S. Gulf of Mexico. The $720 million purchase was funded by a combination of a new debt facility, cash, and an equity raise. At the end of 2023, our gearing, which is defined as net debt over net debt plus equity, remained at a modest 10%. As you can see on slide 19, with the acquisition of the Who Dat assets, we have delivered on almost all of the strategic goals that we set ourselves in October 2021 as part of the strategic refresh. We have delivered successive improvements in our safety performance, which is fundamental to Karoon, and we have embedded a strong safety culture throughout the organization. We approved, contracted, and delivered the Baúna intervention program and the Patola development on time and under budget, resulting in a material increase in production and profitability, as seen in our FY23 results. The acquisition of the Who Dat assets has diversified our production base and reduced risk, while adding a substantial additional low-cost, long-term production stream with substantial infill and near field production exploration upside. Through emissions reductions and the acquisition of offsets, we have achieved our Scope 1 and Scope 2 carbon neutrality ambitions. Following the equity raise and the debt facility refinancing in November 2023 and the recent bond issue, we have a robust and flexible balance sheet that will provide us with long-term access to debt funding. The final objective in the 2021 strategy refresh was to commence capital returns. Now that we have a stable production and revenue stream from two assets, we are in a position to satisfy that objective. As Peter has already mentioned, we are making good progress with finalizing a capital returns policy, which will be announced in July for implementation from the 2024 half-year results. Over the last three years, you can see the transformation of Karoon reflected in our production and financial results in these six charts. Our investment in the Baúna intervention and Patola development has resulted in production increasing from around 2 million barrels of oil in the six months to June 2022, to just under 5.5 million barrels in the last six-month period. As Karoon's cost base is largely fixed, Karoon's unit production cost has fallen from $26 per barrel to just over $11 per barrel in the six months ended December 2023. While not evident from these charts, the Who Dat acquisition is expected to result in another upward step change in production, revenues, and in cash flows. Turning now to the March quarter trading update. In this quarter, both our assets were impacted by short-term operational issues. However, despite this, we maintained an excellent safety performance with no lost time or recordable incidents in either Brazil or the United States. The operational issues we have been experiencing, both at Baúna and Who Dat, are being progressively addressed, and I'll talk more about these later. Our growth opportunities are progressing well with the Who Dat East and South exploration/appraisal wells, both joint venture approved, and the Who Dat East well currently drilling ahead. We've also moved into the next stage of the Neon development evaluation process. I'd now like to talk more about our producing assets. The Baúna project slide summarizes Baúna production over the last 2 years. As you can see, production increased following the successful Baúna intervention program and the drilling and hookup of the Patola wells. However, the 6-week production outage in 2Q 2023 meant the benefit of these two projects was not reflected in production until the September quarter, when production averaged more than 30,000 barrels of oil per day. Topside problems on the FPSO and mechanical problems in Well SPS-88 have since impacted Baúna production, as we have flagged to the market. Issues at the gas dehydration unit, compressor reliability, and natural decline saw Baúna production average 24,000 barrels of oil per day during the March 2024 quarter. We have had further issues caused by pinhole leaks in the production pipe, pipework during April. These issues have been factored into the latest guidance provided to the market for CY24. It is important to emphasize that recent production reflects topsides issues and does not reflect reservoir performance, which remains as predicted. We commenced our planned 3-week maintenance and integrity shutdown on the 20th of May, Brazil time, and we're working closely with Altera and Ocyan, the FPSO owner and operator, to address and improve facility reliability and efficiency. It's important to note that as a result of the ongoing maintenance issues at the Baúna FPSO and the 3-week shutdown, Baúna production in Q2 is forecast to be lower than in Q1, in the range 1.2-1.4 million barrels. Our Q2 results will be reported in July, but this range is already built into our Baúna production guidance for CY 2024, which remains unchanged at 7.5-9 million barrels. Turning now to the US, production from the Who Dat asset for the 2024 March quarter was below our expectations. Ongoing JV technical workshops have highlighted that production has been impacted by several operational factors, including delays in bringing new wells on stream in the earlier part of the quarter, and bottlenecks at the G Manifold, one of three manifolds that sits on the sea floor. These are partly related to the handling of the high-pressure new zone encountered in the G2 well and to a higher water cut than anticipated in the recently sidetracked E2 well. In addition, for commercial reasons, the operator further curtailed high-rate gas wells in response to a very weak gas price environment, with the Henry Hub gas price sinking to a 25-year low in the March quarter, although it has since recovered to above $2.50 per MMBtu. Together with joint venture partner Westlawn, we are closely engaged with LLOG to identify and execute the most efficient lifting and optimization of production to ensure we maximize near-term value from Who Dat. As we indicated at the time of the acquisition late last year, we're also working with the operator to bring forward the best in-field infill opportunities to ensure that we are able to sustain higher production through the medium term. Optimization efforts are ongoing, and earlier this month demonstrated that gross production through the floating production and storage facility, the FPS, above 40,000 BOEs per day is achievable. While the short-term impacts to production have been disappointing, it is important to recognize that the largest part of the Who Dat CY 2024 production downgrade, which was from 4-4.5 million BOE to 3-3.5 million BOE on a net revenue basis, is related to gas production. And gas production represents just over 8% of Who Dat revenue at current spot prices. Who Dat is adding substantial, low-cost, higher-margin, long-term production to Karoon, as well as nearby exploration and appraisal opportunities. In addition, Who Dat has brought major strategic benefits to Karoon, such as a reduction in risk and approved access to less expensive and more flexible forms of financing. We believe that the value in Who Dat that we saw when we made the acquisition remains unchanged. Turning now to our organic growth program in the US. As shown in the map, there are several exploration appraisal opportunities in close proximity to the Who Dat FPS. We commenced drilling Who Dat East on the 27th of April. This well is located approximately 27 kilometers east of the FPS in a water depth of approximately 1,300 meters. It is appraising a gas condensate discovery made in 2001, testing a number of potential reservoir targets in the Middle Miocene section. The well is expected to take approximately 55-60 days to drill and evaluate. The Who Dat East well is currently setting casing at around 4,500 meters measured depth and is expected to reach the first target in the next two weeks or so. Subject to the results, the well may be suspended as a potential future producer. We expect to commence drilling Who Dat South around the middle of the year, and we are currently going through the joint venture review process for drilling Who Dat West later in the year. The total resource volumes targeted by these three wells on a gross basis are in the order of 17 million BOEs of 2C and 143 million BOEs at the 2U level. The chances of success at 62% at Who Dat East, they are 52% in Who Dat South, and 36% in Who Dat West. In a combined success case, these opportunities have the potential to more than double the discovered resource base in the vicinity of Who Dat. In the event of success at one or more of these prospects, further appraisal may be required. Field development plans would at that stage then be created based on subsea tieback to the FPS, most likely, with the specifics of timing and cost dependent on exactly what is encountered in the wells. Turning now to Neon. In March, the board approved the Neon project to enter concept select following the identification of two viable development concepts. Further studies are underway to address the two major challenges for the project, which are firstly, a sub-economic return in the low-side resource volume case, and secondly, the negative impact of increasing market contractor rates and development costs. Resolving both of these key issues satisfactorily will be important to ensure the Neon project continues to progress. To address the first challenge, the team is working to assess all aspects of the development concept to better mitigate against low-case reservoir outcomes. Furthermore, the team is working on ways to reduce development costs to mitigate the impact of CapEx inflation. The next major milestone for the Neon project will be in early calendar year 2025, when we will decide whether the project should progress into the next phase, the define phase, as we call it... Moving now to the funding strategy. As Peter mentioned, we have successfully just accessed the U.S. 144A bond market with our inaugural issue of $350 million. This will supplement our RBL debt facility, which was refinanced in November 2023, and supported by increased commitments from all of our lenders, Macquarie, Deutsche Bank, ING Bank, and by Shell. Bond funds have now been received and were largely used to pay off the RBL facility, with the remainder strengthening our balance sheet. The RBL is in the process of being expanded to incorporate the Who Dat assets, and that will increase the borrowing base to $340 million, although these funds remain undrawn. The bond gives Karoon greater flexibility to free up capital available from our balance sheet in order to pursue, at the appropriate time, our growth strategy, as well as shareholder returns, as Peter has emphasized. Equally importantly, this opens up a long-term strategic funding source, which is vital in the current environment of banks progressively reducing the funding available to upstream oil and gas. Moving to the summary slide, Karoon remains committed to safe and reliable operations as our first priority. We are in an enviable position as a mid-cap oil and gas producer, with well over 35,000 BOE per day of net working interest production once Baúna production returns after the planned shutdown, in two of the most prolific and prospective hydrocarbon basins in the world, and with a demonstrated capacity to access funding despite significant headwinds related to the energy transition. Our company has a robust balance sheet with gearing at 10% as at 31 December 2023. We are primarily focused on delivering value from Baúna and from Who Dat, and ensuring production is optimized and reliable in each project. As that production is delivered, the strong cash flows it will generate, along with the recent bond issue, should allow Karoon greater capacity to provide both capital returns to shareholders and to drive long-term value accretive growth. I would like to reiterate Peter's thanks to our Karoon team for the hard work that has gone in during the 2023 transitional year, and also to thank you, our shareholders, for your continued support and your commitment to Karoon. Thank you, and I will now hand back to Peter. Thanks, Julian. Ladies and gentlemen, we now move to the formal business of the meeting. As I mentioned earlier, voting is open on resolutions 1 to 9 inclusive. I remind you that you do have the ability to change your vote up until the time I declare voting closed. Proxies have been received from 1,034 shareholders, representing over 501 million ordinary votes, being approximately 63% of Karoon's issued share capital. As we proceed through each resolution, the proxy votes for that resolution will be shown on your screen. I propose to vote all available open proxies able to be voted and given to the chairman of the meeting in favor of resolutions 1 to 9. Results of the polls will be available after the close of the meeting and will be announced on the ASX and posted on the company's website. I appoint Mr. Julian Mazza of Computershare Investor Services, as poll scrutineer. The first resolution for voting is the election of Ms. Melissa Holzberger as a director. In accordance with the ASX Listing Rules and the company's constitution, Ms. Melissa Holzberger is seeking election as a director at this meeting. Melissa's profile has been outlined to shareholders in the Notice of Meeting. She has over 20 years' experience in the international energy and resources sector. She brings a deep understanding of energy operations and projects, having previously worked with BHP, including with BHP Petroleum Assets, Rio Tinto, as a trusted advisor to multinational Australian companies. Ms. Holzberger was first appointed to the Board as a director in April 2024. The Board strongly supports her election, and I now invite Ms. Holzberger to address the meeting. Thank you, Chairman. Good morning, shareholders and colleagues, and thank you for the opportunity to present today about what I can bring to our company. It was 20 years ago that I moved to Melbourne to commence a role as a lawyer in BHP's in-house legal team, and I had the opportunity back then to work very closely with BHP Billiton, the then BHP Billiton Petroleum. So I'm delighted to be back here today with the opportunity to use my skills, knowledge and experience for the benefit of Karoon shareholders. It's a privilege to be considered for election to the Karoon Energy Board, and I'm mindful of the responsibility that it requires to help guide one of Australia's leading listed oil and gas companies. By background, I'm an energy, oil and gas, and mining lawyer with more than 20 years experience in both private legal practice and in-house with multinational and Australian energy and resources companies. With a particular legal focus on energy and resources projects, operations, risk management, and ESG matters. For over 10 years, I've been an independent non-executive director on listed government and not-for-profit boards, and I've chaired various audit, governance, risk, and sustainability Board committees. I'm currently a director on two other Australian listed companies, Argo Investments and Paladin Energy, the uranium company. An intermodal terminal company, wholly owned by Aware Super, and a member of the federal government's Australian Radiation and Nuclear Safety Agency's Advisory Board. I have a blend of skills and experience that complement those of my colleagues on the Board. I bring strong corporate governance, legal, risk, compliance, corporate ethics, sustainability, and ESG skills and experience to Karoon. I consider it a great honor and a responsibility to be a director and steward of Karoon. If elected today, I'll work diligently for you, our shareholders, to contribute to our company's success. I'm looking forward to continuing from today with your support, trust, and confidence. Thank you. Thank you, Melissa. Details of the proxies received for the resolution to elect Ms. Holzberger are up on the screen now. Of the proxies received, 93.94% are for the resolution and 5.32% against, with 0.74% other. I'll turn to Ann Diamant, who's moderator. Do we have any questions online relating to this resolution? Yes, we do. Thanks, Peter. The first is from Mr. Stephen Mayne. Could the new directors, Melissa and Joanne, so we'll focus on Melissa, along with the chair, comment on the recruitment process that led to their appointments to the Board? Was a headhunter involved? Did the full Board interview any other candidates? Did Melissa or Joanne know any of our directors before engaging with the recruitment process? Well, I can talk to the recruitment process, and I'll leave Joanne and Melissa to answer the other parts of the question. It was a very comprehensive process of recruitment using a headhunting firm. There were, I forget, probably 40+ people that were approached around this. It was a highly competitive exercise and one that really sought out the talent set that were necessary for the Board skills and the succession process that this Board is now undertaking, with a number of the long-standing directors progressively standing down and being replaced by appropriate skills. And Joanne and Melissa represent the new skills coming on Board, both in terms of audits, audit skills, legal skills, and governance. It was a very comprehensive process. I don't know whether you've got a microphone up at your end of town, Melissa. I have, but can you hear me? Yes. Good. Thank you. No, that's my understanding of what occurred, Peter, behind the scenes on the Karoon end, but certainly I can confirm, earlier in the year, I was approached by a Board recruitment company about this opportunity. It was very appealing to me, primarily because it was an oil and gas company, and given my background and my experience, I felt like I could add a huge amount of value, to an oil company, and I was very excited about that opportunity. I did my own due diligence, over a period, and no, I didn't know any of the Board members or executive or indeed anyone that I could see, through my due diligence, at Karoon. Which was a surprise to me because I had worked here in BHP, in Melbourne, with BHP, and worked on with drilling companies and oil and gas service companies as a lawyer providing advice. So I was surprised I didn't know anyone on the Board or in the executive or in the team. As you saw, the only person I do now know on the Board is my colleague, Joanne Palmer, and that's because we're on the Paladin Energy Board together. We joined that a bit over two years ago. But before Paladin Energy, I didn't know Jo, and I didn't actually know she was joining the Karoon Board until a week before we joined. The recruiters seemed to be running the recruitment process in parallel, so I didn't know till then. But I'll hand over to Jo. She may want to add anything further. Thanks, Melissa. Good morning, shareholders. Jo Palmer here. The comments made by both Peter and by Melissa, I echo. It was a truly independent process. It was an independent headhunting firm. I think it was late last year, there was a discussion on a no-names basis in respect of Karoon, and then subsequently, that then sort of more formally commenced during this year. Your description was spot on. Equally, I wasn't aware, I think, until 5-7 days before we were appointed, that Melissa was in the running. It's obviously a confidential process. We undertake our own... Well, I certainly undertook my own due diligence over an extended period. And I'm excited to be here, and I'll give you a sort of further summary about myself and shortly. So if there's any further comments or questions? Um- Yes, just another question from Mr. Stephen Mayne. Does any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against any of today's resolutions, including Melissa's election? If so, what reasons did they give, and will you disclose the proxy votes before the debate on each resolution, so shareholders can ask questions about the reasons? And why not disclose the proxies to the ASX, along with a formal address, like many other companies do? Look, I can confirm that all proxy advisors covering Karoon recommended in favor of all resolutions, including the resolutions for the appointment of directors. But I confirm proxy advisors voted in or recommended voting in favor of all resolutions. There are no further questions online. Are there any questions from the floor? Yes, Gabriel. Thanks, Chair. Gabriel Harrison, Sandon Capital. Just a quick question to you, Melissa and Joanne. As part of the interview process, were you asked your views on the current strategy or do you support the strategy going forward this year? I'm happy to go first. We bring our own skill sets to the table, and until your, I mean, we met management and the organization for the first time face-to-face this week. I certainly, from my perspective, I'm a very data point-driven individual. Facts don't cease to exist because they're ignored. So once in the door, certainly, the approach I take to any consideration, individual considerations of where an organization or a business such as Karoon or our company goes, is solely mine, based on my evidence-based due diligence and thereafter, post-appointment. So I think during the due diligence process, individually for me, there's certainly, you know, an understanding of where the company is heading, but it's now being in front of you as an appointed director, where we are working through mature work streams. And obviously, I'm working with management and overseeing or, indeed, working with them and understanding those key data points. It's part of real-time discussion. Thank you for that question. I had a number of interviews. The interview process was quite long, and so that started with the Board recruitment company and then interviews with the directors. I don't recall being asked about my views on the strategy in the interview process, but like similar to Joanne, when I started doing my due diligence, after signing a confidentiality agreement, obviously I could see historic Board papers. But I pride myself on making decisions in the boardroom. I'm looking forward, and they'll be made with the interests of the best interests of the shareholders. And as each decision comes up to the Board, and making decisions in a very timely manner. And, part of that, as you know, the Board's role is setting the strategy and that oversight of the strategy, and I'll be exercising my director's duties really diligently in that area, I can assure shareholders. Thank you. Can I just have a follow-up, Chair? Yes, you can. Thank you. Could you perhaps both just explain to shareholders your concept of shareholder value? Because it's quite topical in terms of what was presented today. Thank you for that. I think today, in the presentations from... So I have an individual view about shareholder value. But, well, but we are, Karoon is a Board, and we while in the boardroom, we have debate topics, constructively challenge management. The Board, as a collective, speaks with one voice. So, certainly today, our presentation by Peter Botten and our managing director, I'm certainly aligned with the Board on where Karoon is heading for the benefit for all shareholders. Look, I can concur with that. I don't think I can add much more. I was just looking for a bit more tangible evidence of what you see in shareholder value, because it's quite a vague and amorphous definition. It means different things to different people. Maximizing value is both an assessment of capital returns plus growth opportunities, and I think that's been set out quite clearly in the slides. And indeed, I'm happy to take, you know, personal discussion thereafter. I think for the purposes of this meeting, the slides have been quite clear, and both Peter and Julian have set out our views on that. ... on maximizing shareholder value. Any more questions from the floor? Hi. Excuse me. Charlie Kingston from K Capital. Just a question for you, Melissa. Looks like you've got a great CV, Argo and Silex and Paladin, some companies that have done very well, but one that wasn't included was Andromeda, which is a mining exploration company that you're on the Board of for about three years. And roughly, the share price has sort of imploded down by about 90% throughout that experience. And I'm a big believer in learning. We can certainly learn the most from our failures and what goes wrong. So it'd just be great to hear your thoughts as to what went wrong in that experience. And it's an exploration company. Karoon's talking about doing a lot more exploration going forward, so it'd just be great to hear your thoughts as to why that went so badly wrong and what, what experiences you can bring to the Board to make sure that doesn't occur again. Thank you. Thank you. I think you're referring to Andromeda Metals. They're a have a world-class kaolin deposit in South Australia on the Eyre Peninsula. And at the moment, they're at... You said they're an exploration company. They're pre-production, but they've got all their approvals, and I think they've obviously departed the Board now, so I can't speak on behalf of the Board. But they're looking at arranging their funding, and they're pretty much shovel-ready. So, a great team there. I'm really proud of what the team achieved when I was there. And I think I should mainly focus on Karoon today, but of course, directors learn lessons. And any director that doesn't have a continuous learning view on things, yeah, I'd be very wary of sitting on a Board with, with a person like that. So, you've highlighted Andromeda, but I would like to also direct shareholders that I have had a number of companies I've been involved in that have certainly had added a lot of shareholder value. Paladin Energy, the team there have achieved very impressive results, and also Silex Systems. So I've been on a number of Boards, and yeah, I can go through all of them, but in the interest of time, happy to have a chat with you and the other shareholders straight after, or really open to meeting with shareholders throughout the year at a time convenient. So thank you for your question. Thank you. Any further questions from the floor? No? Well, thank you for those questions. The resolution on the screen is now put to the meeting. You can vote accordingly. The second resolution for voting is the election of Ms. Joanne Palmer as a director. In accordance with the ASX Listing Rules and the company's constitution, Ms. Joanne Palmer is seeking election as a director at this meeting. Joanne's profile has been outlined to shareholders in the Notice of Meeting. She has over 27 years of professional experience providing audit and assurance services, with 19 years working at EY in various positions, and ultimately holding the position of equity partner before coming, becoming an executive director at Pitcher Partners. Ms. Palmer was first appointed to the Board as a director in April 2024. The Board strongly supports her election, and I now invite Ms. Palmer to address the meeting. Thanks for the introduction, Peter, and thank you to the Board for their confidence in appointing me on the nineteenth of April as a director of Karoon Energy. I'm honored to stand here before you today and offer myself for election. I'd like to express my appreciation for the opportunity to serve on the Board of Karoon Energy. I've spent the majority of my career working in the field of audit and assurance services and technical accounting, and I'm keen to bring that expertise to Karoon. My experience in auditing international resources companies has provided me with a global perspective and an understanding of the complexities of our industry, and I believe I'll be a valuable addition to this Board. Over the last 27 years, I've had the privilege of working on a wide range of financial matters, including company listings, mergers, acquisitions, takeovers within the resources sector. I've been fortunate to work with respected organizations such as EY in both London and Perth, where I've gained exposure to diverse markets and industries. Currently, I serve as a director for listed entities, Paladin Energy, as mentioned by Melissa, and St Barbara, both operating in the resources sector. I believe that my diverse background in financial services, along with my experience in assurance, risk, capital markets, and business development, will complement the existing skills and expertise on the Karoon Board. I'm committed to contributing effectively, collaborating with my fellow directors, and representing the best interests of you, the shareholders. I understand the importance of the stewardship of the role and am fully committed to upholding the principles of good governance, transparency, and accountability. If elected, I will work diligently to ensure that Karoon Energy continues to thrive and deliver value to shareholders.... In conclusion, I want to assure you that I have the time and dedication necessary to fulfill my responsibilities as a director of Karoon Energy effectively. I'm excited about the opportunity to work with this talented team and contribute to the future success of our company. Thank you. Thanks, Joanne. Thank you, Joanne. Details of the proxies received for the resolution to elect Ms. Joanne Palmer are up on the screen now. Of the proxies, 93.56% are for the resolution and 5.68% against, with 0.76% designated as others. Moderator, do we have any questions online relating to this resolution? No, there are no questions online. Thanks. Do we have any questions from the floor on this resolution? There doesn't appear to be. So as there are no questions, I'll now put the resolution on the screen, and that resolution is now put to the meeting, and please vote at your leisure. The next resolution for voting is the re-election of Mr. Peter Turnbull as a director. In accordance with the ASX Listing Rules and the company's constitution, Mr. Peter Turnbull is seeking re-election as a director at this meeting. Peter's profile has been outlined to shareholders in the Notice of Meeting. He has over 30 years' experience in very large publicly listed organizations with global operations, particularly in Southeast Asia, Europe, and the US. This experience included over a decade in energy markets and the resources sector. Mr. Turnbull was first appointed to the Board as a director in 2014. Mr. Turnbull is the chair of the People and Culture Committee and a member of the Audit, Risk and Governance and Sustainability and Operational Risk Committees. The Board strongly supports his re-election, and I now invite Mr. Turnbull to address the meeting. Good morning, everyone. Thank you very much for the opportunity to all, to all those here and those online to allow me a few minutes to talk about my involvement in Karoon, what I've been involved in historically, and what I see ahead. Throughout my non-executive career, I have always well understood that the shareholders are the company owners. I work for you, and the Board in each case are the appointed stewards of your investment. Shareholders invest on a risk-reward basis, and it's the Board's job to build enterprise value over the short and longer term in a risk-managed way for shareholders. That is our goal and very much the prism through which we make our decisions at Karoon Energy. Looking a little bit historically in terms of what I've aimed to bring to the Board of Karoon, as you may have seen from previous shareholder reports, I bring quite wide non-executive director skills, as well as quite specific skills in the areas of corporate and commercial law, governance structure and practice, including ESG matters, internal culture development, risk management, technology identification, integration, and commercialization, energy transition skills, and major multi-country project development experience. In terms of my tenure at Karoon, I've been with Karoon for just under 10 years at this point. If re-elected on this occasion, this will be my last term at Karoon. The succession plan for the Board, overseen by Peter Botten, is unfolding right now as intended, ensuring that the full range of needed skills are there in the future in a continuous and uninterrupted manner. At this stage, the Board's view is that for me to serve all or part of a further term, to assist with current priorities and to help cement the recent Board appointments and associated succession, will be valuable and will help ensure a smooth transition. I want to assure you that I have the time, commitment, and energy to continue for a period, should the shareholders decide to re-elect me. Looking a little bit historically, as part of the Karoon team, I've been involved in many transformative decision-making processes, which have underpinned Karoon's growth from a smaller explorer to a sizable upstream production company today. Some of these issues have included helping to achieve Karoon's growth milestones, the renewal and expansion of the management team, evolution of the remuneration structure to keep up with the needs of a larger and more complex entity, succession of the chair role on multiple occasions, noting that I also took on the role of interim chair for a period prior to the appointment of Bruce Phillips. Oversight of staff development and retention strategies, two complex acquisition transactions. I've also been involved in the growth of Karoon's governance and risk management structures… as well as Board succession and the assessment and selection of new NED candidates. Looking ahead, in terms of, if, if I was to be reelected, what would I, be focused on, and where could I add some value? The pathway ahead created by Karoon's strategies are a journey, and as such, there is always more to do. At this stage, I and the Board believe I have more to offer Karoon. I want to assure you that my focus and commitment towards assisting that, with Karoon's journey remains as firm and focused as it always has been. I have a deep understanding of Karoon's people, structure, and goals. In terms of my own focus looking forward, if reelected, the following matters are a snapshot of areas where I believe I can add some value. That's across culture, using my knowledge to assist with the cultural evolution of the company across three countries. As with all organizations, our internal working culture is absolutely vital. Staff retention, I think I can help management to achieve the best possible staff retention outcomes in what is a very competitive oil and gas sector in which we operate. And that includes mapping out career development pathways for our team across the three countries. In terms of remuneration, I think I can help to create future-focused remuneration settings, which balance and align shareholder returns with management remuneration outcomes. And also, in relation to risk management, I think I can help to ensure the best possible risk management is applied across the organization, which now encompasses three geographies, three time zones, and three different cultures. If elected, I will work closely and collaboratively with the Board and Management team on behalf of the shareholders to grow the enterprise value of Karoon and to ensure shareholder returns are a priority. So thank you very much for the opportunity. Thank you, Peter. Details of the proxies received for the resolution to reelect Mr. Peter Turnbull are up on the screen. Of the proxies received, 70.81% are for the resolution and 28.62% against, with 0.57% designated as others. Moderator, do we have any questions online relating to this resolution? Yes, Peter, we have one from Mr. Ed Swain. "Peter, you indicated some of your skills. Can you outline your corporate finance skills? The Board has indicated the return targets for acquisitions. What is your assessment of the current cost of equity and WACC for Karoon? Thank you. Thank you for the question. My financial skills, I guess, relate right back to an economics degree majoring in finance from the University of Melbourne. I have dealt with financial issues across many companies in an executive and non-executive role. We are very focused on anything we do at Karoon being value accretive. I think you touched earlier, Peter, on the sort of level we're looking for in the mid-teens in terms of- Post-tax. -IRR outcomes. Yep. So look, I think all I can say is there is an academic background in finance there. There is a lot of learned experience across listed and unlisted and even early companies, early-stage companies that I'm also involved with. So, I am financially literate when it comes to listed companies and very involved in helping to set the targets and parameters on which Karoon operates for major decision making. Thanks. Any more questions online? No further questions online. Questions from the floor? Hi, Charlie Kingston again. Just a question for Peter. You joined the Board in 2014 when the share price was roughly AUD 3. Today, it's trading at roughly AUD 1.80. So over your oversight on the Board, you've delivered a loss to shareholders of roughly 40%. You mentioned you're heavily focused on increasing the enterprise value. I'm not really sure that that's of any benefit to shareholders, given all that really matters is the share price and dividends, of which we've received 0 dividends. So clearly, that capital loss is quite a nasty result in your time on the Board. So just be great, given, you know, there's been a lot of talk today about long-term thinking. I think 10, 10 years is a very long time, but just appreciate your thoughts as to why you think Karoon has not delivered shareholder value. It's delivered a shareholder loss over your 10-year period. Thank you. Well, okay, thank you for the question. I mean, a lot's happened in that period. Our first major acquisition was the Baúna one. There were all sorts of issues around getting to a final binding sale and purchase agreement on that one. Prior to that, we had a capital sum that came from the sale of the Browse Basin, and that money was effectively running down over time. So the market sets the price along the way. But a lot's happened in that period, and until we got to the acquisition of Baúna, I think we were just regarded as a pre-revenue company running down a capital sum of money. So it's very hard to comment on what went on which year during that period. I mean, I understand the point you're making, but, I think we've got a very sound base now with 2, 2 very substantial production assets and, a platform and a future we can build on. Thank you. And then just to follow up, your personal shareholding, and please correct me if I'm wrong, but it's roughly 170,000 shares. That's correct. The Board recently asked for shareholders to participate in a rights issue, roughly one for four. I think you took up 10,000 shares, if that's correct. But that's far lower than what you would have been entitled to take up in your full entitlement. Just appreciate any thoughts there. Did you not think it was good value at AUD 2.05? I thought- What, why? Yeah, why, why such a limited take-up, please? The thoughts there are quite simple. That's what I could do at the time. Okay. Just as a, as a comment, but it does seem like there is a bit of a lack of alignment over ten years, but I'll leave it as a comment. Thank you. Other questions from the floor? Henry Stephens from the Australian Shareholders' Association. I'm quite surprised by the 28% that's voted against Peter. Can you cast any light on why that is the case? If is there something we don't know? What's the reason? Thank you. Look, I love looking into shareholders' minds, and I've done quite a bit of that over the last four weeks. In fact, over the last few months. All I can say is, there is always a spectrum of, shall we say, thought processes that drives the way people feel. At the moment, it's a very interesting dynamic in Karoon, where I mean, I think it's anybody who knows the oil and gas business knows that this is a cyclical business. The strength that Karoon has right now is so different to what Karoon had back in 2014, and the share price, obviously, and value of the company reflects it. I don't know what the market cap in 2014 was, Peter, but it would have been a tiny amount. So look, I can't comment really as to why Peter's why that vote is the way it is with Peter. Peter's been a tremendous contributor to the Board since I've been on the Board. And I must say, you know, there are everybody has their own views, and I wouldn't want to necessarily delve into that and speculate. I should say, as I say, Peter's been a tremendous contributor and a real person that's focused on shareholder value and shareholder contribution. So he has stewarded a range of committee responsibilities over the years. And he is crucial in our own succession planning to ensure that the responsibilities he presently has on committees are progressively passed across as part of our succession plan for the Board. The Board has got some long-standing directors sitting on it, and as I say, a focus for me when I became chair in November last year, is to ensure an orderly succession with new skills and talent that can take this company and follow this company and lead this company to its next phase. Gabriel? Thank you, Chair. If I could just maybe respond to your question just before. There was actually a pretty simple, straightforward answer as to why there was that vote. A couple of shareholders, ourselves and Fred Woollard from Samuel Terry, actively campaigned against Mr. Turnbull's re-election, so that's where that vote comes from. I would have thought that would have been a pretty straightforward response to give him. Just a quick question for you, Mr. Turnbull. Do I understand correctly that you'll be serving a full term, so we've got the pleasure of your company for another three years? I'm in the hands of the Board on that. It depends how the transition goes a little bit. So I'm open to what the Board- Up to three years. No more than three years, and it depends a little bit how the transition unfolds, and, but I'm completely in the... And I've said to the Board prior to today, "I'm, I'm in your hands," as I've always said on all my Boards. No one's around forever, but, if the Board's judgment is I can offer some value during that term, I'll stay. If not, I'll go. Thank you. But it'll be a maximum of three, three years, depending. Mr. Davey will still have a record of 14 years. Okay, any more questions from the floor? Yes, just quickly. The presentation from Samuel Terry and Sandon is pretty public. The articles in the AFR have been numerous. Why didn't you mention that? It seems an obvious thing to mention, yet you failed to mention it at that point. Excuse me. I was asked what the rationale was, and I could quite easily have said, "Yes, there are about—there is 20-odd% of people voting against," but their rationale is not necessarily particularly clear. And I would not want to speak for the rationale that Sam and Gabriel necessarily, that's their decision, right? I mean, we're—they're owners of the company. They... You are all shareholders, you're owners. You can have a reason. I was asked what their rationale was, and it's for them to talk to their rationale, not necessarily me. Albeit that it's clear that various parts of this of the resolutions are clearly opposed by Sam and Sandon, and undoubtedly have got some support from other shareholders. Yes, Gabriel? Sorry, I take issue with that. We wrote you on the first of May. We wrote you on the first of May, giving pretty detailed reasons as to our voting on each resolution, including Mr. Turnbull. So it wasn't a petulant, you know, fit of anger that we- No, not at all. We actually gave you the reasons. Yeah, I agree, but it's not up to me necessarily. You're in the room. I know, but I'm saying the person asked the question. Well, I was asked why- Yeah. -and, and- If you want to read the data. It's not just you voting against either. Yeah. Look, I take it on Board. Thank you. but in reality, as I say, why you vote for or against is your business, and... Okay, well, let me move on. Let me therefore put the resolution to the meeting. You can vote accordingly. The next resolution for voting is the re-election of Tadeu da Costa Fraga as a director. In accordance with the ASX Listing Rules and the company's constitution, Mr. Tadeu da Costa Fraga is seeking re-election as a director at this meeting. Mr. Fraga's profile has been outlined to shareholders in the Notice of Meeting. He has over 40 years of experience in the oil and gas sector, including 23 years as an executive at Petrobras. Mr. Fraga was appointed to the Board as a director in August 2022. Mr. Fraga is a member of the Sustainability and Operational Risk Committee, and the Board strongly supports his re-election, and I now invite Tadeu to address the meeting. Thank you, Peter. Good morning, everyone, especially the dear shareholders. Thank you for the opportunity of being here presenting my candidacy for re-election. As said, I have built my career in the oil and gas business during the last 43 years, from field engineer to Board member, engaged in several offshore projects and operations in Brazil and U.S., Gulf of Mexico, from shallow water to ultra-deep water, including the recent pre-salt developments in Brazil. I have 30 years of experience in C-level and senior leadership positions, 15 years of experience as a member of Board of Directors, Board Committees, and Advisory Boards in Brazil and abroad. I have to say that thanks to your support, it has been a privilege for me to serve Karoon as an independent Board member since 2022. This company has evolved a lot in a very short period of time, which of course, started before my engagement. Since Karoon assumed the operatorship of the Baúna field in November 2020, its very first offshore production endeavor, up to now, the company has managed to double its net production output, double its 2P reserves, and cut by half their production costs. In Brazil, where I live, a place that's recognized as one of the most active oil and gas offshore arenas, where we have 53 different companies operating 280 oil and gas production licenses, Karoon is currently ranked the number 8 by operated volume, head-to-head with Shell, which has been in the country for more than four decades. I want to share with you that the Brazil oil and gas community acknowledges that as a remarkable achievement for a junior oil and gas producing company, still at the early stage of a very successful journey. The credits for this achievement are to the ones that have been serving Karoon, some of them no more with the company, and to the shareholders that have supported that. The big picture is that oil and gas business, we will still be very, we will still be very important for decades in the context of the changing global energy landscape. In light of the growing demand, we have challenges and opportunities ahead of us, given that we are able to supply affordable, efficient, and reliable energy, but we will need to do that with less emissions. Therefore, we must be able to capture the opportunities ahead, conscious of the need of moving further in our emissions reduction strategy, but in a realistic and pragmatic manner. I would be very honored to keep on serving in this Board. I have time and energy to dedicate to this company. I have a strong background in technical, economical, and strategic drivers of this business, having been exposed to the opportunities and challenges in different geographies. I'm fully conscious of my duties and responsibility as an independent board member, and I have a lengthy experience in corporate governance and sustainability. I remain committed to providing positive contributions to current strategy, evolution, and management, always taking into consideration some principles: safe, reliable, and technically sound operations, proper corporate governance, careful capital allocation, healthy balance sheets, constructive and cooperative relationships with stakeholders, all based on a foundation that is people, best people motivated by an innovative, challenging, and rewarding environment. That's the core of any successful journey. Last but not least, let me finish by saying that I remain totally focused on creating value in a sustainable manner for you, shareholders, the owners of this company. Thank you. Thank you, Tadeu, for your address. Are there any questions from the realm of ether? Yes, there's a question from Pete and Helen Fitzgerald and Albert Alou, directed towards Tadeu. You're an experienced oil and gas executive. Please define what value accretion means. Specifically, what is your assessment on Who Dat value accretion for shareholders? Thanks for the question. Can you hear me? Yep. A value accretive transaction has to be one that generates value to time. I appreciate the concern that you all have about the recent events in Who Dat. What we have there, according to my knowledge, are first, very nice resources, natural resources. That's the first one step to assess any transaction. And what we are facing, we are facing technical issues that might happen in an offshore operational environment, and that's solvable. So I believe that transaction is very value accretive. A second question for Tadeu. Samuel Terry and Sandon Capital have voted in favor of your re-election. Is your view on capital management aligned with these two shareholders? My view on capital management is aligned with the company proposition that has to balance a return to shareholders to other capital location. As said clearly by Peter, we are getting a point in time that I believe some of the shareholder expectations will be fulfilled. There are no further questions online. Thank you. Questions from the floor? Hi, Charlie Kingston. Just a question, for Mr. Fraga. You recently bought roughly 21,000 shares in the company. Just looking through the annual report, there's lots of related party payments, sort of well over $100,000. I think your Board fees are, are roughly the, a similar amount, but it does again, seem like there's limited alignment. You, you've spoken a lot about shareholder value and why you think this is a great company, et cetera, but can you just talk to why... I think you've been on the Board for almost two years now. It's taken you so long to, to, one, buy shares, and why is that your shareholding so much below the actual amount that you're extracting from the company? No, no doubt you are working for it, and it's all legitimate, but it does seem very out of whack in terms of your alignment. Thank you. No, it's a good question. I have to tell you, to buy shares from Brazil is a nightmare. It's just a nightmare. I spent six months trying to do this transaction, but I will do more. I can tell you, I will do more. But the main reason is the bureaucracy around that. It's a nightmare. Okay. That didn't really answer the question, the bureaucracy and- Sorry for being very frank. Okay, but do you intend on increasing your position relative to the amount of money that you're extracting from the company and related party transactions and your, your salary? Do, do you think that should be more in balance going forward- Actually- If you believe in the value that you could create? Sorry. Actually, first of all, I have to follow policy. I'm obliged to do that, and I'm pleased to do that. Secondly, I will do that according to my availability, but I do believe that the company will generate a lot of value in the future. That's my belief. If not, I would not be here. Thanks. Any more questions from the floor? No? Okay, well, the details of proxies received for the resolution to re-elect Tadeu da Costa Fraga are up on the screen. Of the proxies received, 95.34% are for the resolution and 4.06% against, with 0.6% in the Other category. So I will now put that resolution, and you can vote at your leisure. The next resolution is consideration of the financial statements and reports, and the company's financial statements for the transitional financial year ended 31 December 2023, including the directors' reports and the report by the auditor, were provided to shareholders in the FY 2023 annual report. Shareholders are now provided the opportunity to ask questions regarding the financial statements and reports, or questions to the auditor in respects to the audit report. Mr. Graeme McKenna, representing the company's external auditor, PricewaterhouseCoopers, is available today to respond to any questions in relation to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the audit. Do we have any questions from relating to this resolution online? There are no questions online. Are there any questions from the floor? Yes, Fred. Yeah, good morning. I'd like to ask about the recent bond issue. Do the terms of the new bonds contain any restrictions on the company's ability to pay distributions to shareholders? I can call upon Ray Church, our CFO, to answer that question. The ability to pay dividends is far less restrictive under the bond issue than the RBL. But I'll throw it open to Ray to answer that. Thanks, Peter. Can you hear me? Well, the bond is built around all elements of the strategy, so it caters for investments, it caters for returns to capital. There are restrictions, as there would be on any debt facility, but it's based on a going concern, and it's very typical of any, I guess, U.S. 144A bond. I'd point out that it covers, it more than adequately covers all the scenarios that the Board have been discussing around returns of capital. So I don't think there is any constraints that the bond unnecessarily places on that. Yeah, of course. You mentioned the RBL does have some restrictions. Could you tell us what those are? Ray, you can answer that. Sure. Sure, the RBL similarly has adequate headroom in it. It had, it has some constraints around how we allocate capital, requiring some permission, but it doesn't. It's built also around the same parameters of strategy deployment and returns of capital. So it also has adequate headroom for everything being considered by the Board. I think what Peter's talking about is that generally, covenants on the bond are, in general, not just on returns of capital, are much, much more generous than the RBL. Sorry, just on that point, without- Without knowing what the parameters the Board is considering, your response is somewhat meaningless to us because we don't, we can't quantify what it means without knowing what the Board's. Okay. Given the, I would have thought it would have been a nice, sort of bookend to have borrowed the money and also, at the same time, be announcing to shareholders what the capital management strategy was, so that we could see that they were consistent and understand what they were. Well, I think the... I'm gonna pass back to Peter to make comments on what, what's being considered by the Board, but I would point out strongly that, that a bond and any debt facility is aimed at a going concern. So liquidating a company is not what a bond or any debt facility would contemplate. Perplexed that the word liquidation has been used a couple of times. I certainly don't believe we've suggested liquidating the company, just- Any further questions? Yes, please. I've just got a question on, when you look at your drilling program, where do you see the most upside? And, what is Neon going to cost, and what are the key issues that have to be evaluated in order to make a decision on the Neon project? I'll throw that to Julian. . Yeah, thanks for the question. Good opportunity to clarify some of this. The opportunities that we've got at Who Dat, there's three drilling opportunities there, one of them ongoing. As is normal, we have the risks that I've spoken about. Chances of success in those three areas, around about 60% for Who Dat East, 50% in Who Dat South, and about 35% in Who Dat West. The overall volumes we're targeting there are a little under 20 million barrels of contingent resource, and a little under 150 million BOEs of prospective resource, both at the 2C and the 2U level. All of those prospects would be highly value accretive, should they come in. In terms of Neon, there's a few million dollars of spend to get us through to the next decision gate, which will be in early 2025. I believe the costs of that Neon program are already built into the CapEx guidance that we have provided. In terms of the work that is ongoing to reduce or to clarify how we can tackle the two key risks, one of them is a downside volume scenario. We have seismic reprocessing that is ongoing at the moment. That will provide a much better view of the in-ground resource, and it'll help provide clarity for us in terms of the range of available resource outcomes that we would have. So that work is ongoing at the moment and will be completed in time for that next decision gate, early in 2025. Tackling the CapEx part of the equation, we're looking at the most optimal development program and how we can minimize costs in that going forward. Should we get to the point where we want to develop the field, where we feel that that is competitive, that's a key... a key objective is to ensure that we have a development plan that minimizes CapEx in the best way, while also being able, obviously, to maximize the value accretive resource recovery. Yes, Gabriel. That's right. Thank you. On the debt levels, the presentation earlier talked about a modest 10% gearing as at 31 December. Question with two parts: What would the gearing be now? And what would the gearing be if you were to fully draw your debt facilities, which we estimate is around $700 million? I think probably Ray has the best handle on giving you the numbers and the response on that. Gearing would be lower now because we've built some cash, and gearing is a net gearing basis that Peter was talking about. Because we've built cash, we haven't actually extended further debt. It, it's repaid the RBL and then placed cash on the balance sheet, so it'd be less. If we fully drew, I think about EBITDA multiples, so we'd remain below 1x EBITDA. So you would still not reach a very high level of gearing on the balance sheet. But of course, that would depend on time. At the time of drawing, how much cash was on the balance sheet, and then we don't obviously plan on drawing anytime soon. So there'd be a point at which it declines. In the same presentation, 10% gearing, what would that 1x EBITDA leverage represent in terms of gearing percentage? Um... Is it there? Mathematically, I guess it depends on... Again, it depends on where, where we are in production, where we are in reserves at the time, how much we've produced and converted to cash, but, we're in the low 20s%. It's not a high percentage of gearing. And again, I think I'd point out that because we cash generate, and the cash is applied to cash-generating assets, that that's a peak, so you wouldn't stay there for very long. Nevertheless, the access to that facility allows us to make the balance sheet do some work. Any more questions, primarily on the financial results of the company rather than general business? Yep. Charlie Kingston again. Just, it's not actually in the financial results, but it's in your reports, and you mentioned it a few times today, your IRR hurdle or target, which just hoping you could be more explicit on what that figure is. I know IRRs are pretty fuzzy, to be honest. But just secondary to that, there's a lot of talk in the presentation, specifically around the Who Dat acquisition, about accretion. But just maybe a high-level question. I mean, Karoon was trading at the time of around 2.5x EBITDA. Again, all very, very rough figures. You bought an asset in Who Dat at around about a cost of 7x EBITDA or cash flow. So arguably, that could be very dilutive. You know, the Board clearly had options to... could have bought back stock at 2.5x. Instead, it issued stock to pay for a, for an asset that had a much higher valuation. I know there's a lot of nuance and life of deposits, resources, et cetera, but you know, there's a lot of nuance in that. But simplistically, you could have bought back stock at $2.5. So I'm just trying to understand, one, what is the IRR target? And two, why was that acquisition accretive when theoretically you could have bought back stock at a much cheaper, price, which I, I would have thought would have been even more accretive, to shareholders in that sense? So two-part question, please. A number of less nuanced pieces of information than that I can probably give you now. Our target return expectation is mid-teens rate of return post-tax, so we don't enter into major investments without seeing upside from that time. I should say, experience doesn't mean that much, right? I've been in the oil and gas business now for over 45 years, and I would classify the Who Dat acquisition and the Who Dat asset as being a Tier One project with reserve life that goes out past 2040. And therefore, measuring your business against an asset in, let's say, Baúna, which might have five, maybe six years' worth of production and significant decline over the next five years, might go longer, may not, depending on oil price. But the Who Dat asset provides long-term life to this organization, and it will be tested by what return it gives, but not over a six-month period, over a number of years, and years to come. So I have a view that the Who Dat acquisition is, as I say, a Tier One asset, which will be valuable to Karoon over many years. Mid-teen rate of return post-tax is our threshold, and we believe we can achieve that. Buying back stock would... just buying back stock would mean that we would be in substantial depletion mode in three-four years' time, and no other asset to fill that revenue stream back. I agree that there is a need to demonstrate value, and medium- and long-term value is part of the asset set that Who Dat brings Karoon. In my view, it's not... It's challenging for the short term and has been for a range of reasons in terms of share price performance. But the quality of the asset and its ability to bring value needs to be tested over a number of years, and that's the challenge we have, and that's the reality of a depleting resource when you start producing it. There are a range of opportunities in the medium term and short term that we believe, as a Board, fundamentally allows shareholders to share in the upside value that we are through dividends, through other capital management, maybe buybacks, maybe specials, maybe a range of things that the Board is working on. When we understand what our thirtieth of June results are, we'll be coming out and giving a template of what style of sustainable, meaningful, long-term dividend stream shareholders should support. Now, that's the core of it. I do not necessarily endorse more radical, high levels of dividend which eviscerate, gut the company over a period of a few years, because the residual value left in the company may not be that large. So in and the multiples that are assumed for that are, I think, debatable. So I'm very happy, and I've really enjoyed my various conversations with Fred and Gabriel around this. And I... You know, you're shareholders. Shareholders need to express their views, and we, as a Board, will absolutely take those views on Board. But my view, as Tadeu has put, is a more balanced view about rewarding shareholders, and you can criticize the Board for not doing it earlier, than we could have done it at the end of last year, but we would not have had the results of Who Dat in our results, and we will this June. And we will give shareholders a strong guidance with a formula, a predictable, sustainable, long-term dividend stream that will come from these assets. And that will be underwritten by Baúna production for a number of years, but by long-term production out of Who Dat. And like I say, I've been in the business for 45 years. Who Dat is a good asset. We have to demonstrate that, and I also know that some days you're in the sun, some days it's raining. We have to demonstrate that this asset brings the sun to shareholders and take on that challenge. Thought that might elicit a response. Unlike what people might think, we would love nothing more than to see massive success out of the Who Dat drilling. I'm sure. What happens if it doesn't deliver? I'm looking at everyone on the Board who was involved in that acquisition. A lot of the prospects of Who Dat come in the future, given the price that was paid. 62% odds of success. I suspect a lot of people assume, 62 is over 50, therefore it's probably 100. You know, statistics can be challenging. What happens if it doesn't deliver the result? Well, I mean- In other words, who takes the fall? Well, I can tell you, I will take a fall. Thank you. Do you want my accountability? Absolutely. No, no, I'm just asking the question. No, well, look, that's, but that's the game, right? Yeah. I, in my whole professional life, I don't mind taking the fall. I don't mind living and dying by, by what I decide and don't decide. And- Please don't get it wrong. Oh, you should speak to my wife. So, you know, that's the game, right? Everybody who sits on a Board has to be accountable for the company's performance. But do not take a snapshot. Now, the oil and gas business is not a snapshot over a couple of months, and unfortunately, a bunch of shareholders on monthly performance metrics have had pressure on them, and I feel sorry for them. It's one of the fundamental changes of life since I've been in the business. We're not one of those. No, I understand, but some do, and I understand there's pressure. So if you go back to 2000, end of 2020, when Baúna was discovered, we've more than doubled the share price. But if you go from six months ago to now, it's not been good. So that's the challenge that we have as a board, and if we are not successful, then, you know, I'll go and find something else to do. No problems. Peter, can I just add to your response on that? Peter, it's me. On your left. Oh, sorry, mate. Of course, the value at Who Dat also includes numerous very attractive infill opportunities within the field, and Who Dat will not sink or swim based solely on an exploration result. Exploration is a risky business, as you pointed out. And so, there's a number of other considerations at Who Dat that also lead to the value in the acquisition. I accept that, and I guess it's worth adding to the share price mindset is understanding that result, which is why I think... And look, we look forward to the board's announcement of the dividend policy, but that's why a bit of a balance and a mix helps cushion the realities of the oil and gas exploration business. Totally agree. Or balance, I should say. A balance between, And I, and frankly, I was in a company that had a similar exercise, in the past, where it went from an exploration play to a material LNG producer. And that balance of rewarding shareholders through dividends, other capital management initiatives, as well as continued reinvestment to grow the business in its reserves, replace reserves, was a successful story where that company had 15 years of top quartile performance. 15 consecutive years of top quartile performance. So I, I understand the concept, but it's not just about exploration, it's about a long-term play. Agreed. But also, again, if you do things that get the share price up, all things being equal, your equity cost of capital falls. Yep. Probably also gives you the ability to fund with equity rather than 10.5% debt, which is- I, I per- ... frankly, is pretty pricey. I personally believe that the most... Well, I think going to the equity market is not something that we would be hurrying to do. Not after the last experience. No. Tadeu, do you want to say something? Yeah, we- Sorry, my Brazilian colleague would like to add something. No, thank you, and I love that discussion because I have been in that business for more than 40 years. It was mentioned before, but it's important to re-reiterate in the context of the discussion, an additional value that Who Dat brought, that is diversification. The company, the oil and gas company, production company, that just have one asset, is exposed to a very high risk. So despite of the value, the intrinsic value, that the resources on the ground, they bring to that company, according to our belief, this is a strategically very important, you know, issue on the management of the company looking ahead. Just- Sorry, I think, with all due respect to time, I think there's other opportunities for further questioning on this one later on, but perhaps we could move to now put the Resolution 6, the adoption of the... I put the mo- the last motion, but now I move to adoption of the Transition Year Remuneration Report. This resolution will be put to the vote in accordance with Section 250R(2) of the Corporations Act. It should be noted that the vote on this resolution is advisory only and does not bind the directors or the company. The company's overriding aim is to ensure that the executive performance outcomes are aligned with the interests of the company's stakeholders, and particularly those of shareholders. As outlined in Julian's and my earlier addresses, the Karoon made significant advances towards these objectives in the six months of the transitional financial year, ending 31 December 2023. The reward structure for key management personnel of the group for this period is outlined in the annual report. The structure encompasses three main elements: fixed salary, a short-term incentive, and a long-term incentive. The short-term incentive for the transitional year was based on a 12-month scorecard set at the start of the transitional year, on 1 July 2023. The Board determined that 49% of the 12-month scorecard was achieved in TY 23. No LTI awards were due for testing in TY 23, and the next LTI awards are due to be tested on 30 June 2024. Details of the proxies received for this resolution are up on the screen. Of the proxies received, 73.2% are for the resolution, 26.25% against, with 0.55% other. Moderator, do we have any questions regarding this resolution? There are no questions online. From the floor? Yeah. Sorry, I'll introduce. So just a couple of questions on the LTIs. You answered the question before that the internal rate of return target is mid-teens. Could you explain why it's appropriate that there is, in terms of the absolute TSR, threshold, a minimum of 10% and not a mid-teen return? And then also, in terms of the relative TSR, could you explain why there isn't a zero bound on that? Peter, would you like to answer those questions? As Chair of the room. In terms of the app, you mean why isn't there a positive base to the LTI? Relative to TSR. Well, our view is that management can't be responsible for the oil price. So we structure it between 10%-18%, and in the middle of that range is the sort of internal rate of return we're talking about. So it's a graduated situation, starting at 10%, and you... At 10%, you get some reward, and at 18%, you get full reward. So that's traditionally where we've pitched things. On that, that number's been around for a while. Interest rates have increased substantially. If we think of those- I think it will get some focus this year, is the answer to... I know where you're going. Yeah. Yeah, no. I think it does deserve some focus, yeah. On the absolute, I mean, we think it's a balance between absolute and relative, the way it's structured at the minute with the 50/50. It kind of takes the oil price out of it and focuses management a bit on, well, not a bit, a lot on what they can actually control, and it's what most of our peers do at the minute. That may or may not sit well with you, but that's our judgment at the minute. But again, I think that's, you know, these things are looked at every year, and we've had some feedback from shareholders on this. I might also say that, I suppose the core objectives and metrics for this year's STI are very different from last year, and they focus absolutely on the delivery of production, cost targets, delivery of projects, much, much, much more operationally focused. Seventy-four percent. And on top of that, there's capital management issues as well, which take it to close to 95%. So I think the board is very keen to ensure that each year, that we are addressing the challenges and the deliverables required for management. Over the last three years, the STI have been reasonably structured the same, and the last six months was of last year, the focus was absolutely on delivery, us delivering a second production outcome at the right price. This year, it's all about ensuring that the production targets, cost targets, delivery of the projects are front of mind, and that will continue to evolve as the priorities of the organization change. To be completely accurate, the acquisition STI did not include at the right price. It just said acquire a substantial- Yeah, well, then it's frankly at the board's discretion- Yeah ... to say it's been done at the right price. Yeah. No, no, just clarifying. No, no, I understand that. I, I don't know how you would judge if it's at the right price, but it's the board- I would say going into that acquisition, you can't have everything in the one line on the STI. There was a lot of board discussion around whether this was the right acquisition for us and what the data was telling us, what the due diligence told us. So it's a little bit more than... I know what the one line in the STI looks like, and I know what your argument is. In the 2024 STI, anything that you would put under the acquisition category is about 5%. Great. Hi, hi. Going on from that, you know, the, there's an old saying that, you know, "Show me the incentives, and I'll show you the outcome," and that clearly worked very well last year. I think it would be great if you guys published, and as you say, it will appear in next year's annual report, what the 2024 incentives given to Julian and his team are. I think it would be really useful for shareholders collectively if we could read on your website and on the ASX platform what the STI incentives for this year are. I've got to say, they sound a lot better than last year's. But I'd love to read them for myself, and I imagine some other people would. So, I agree will you put those on the, on the website? If they're as good as you say they are, you should be very proud to have them on the website. Well, all I can say is they're in my speech too, so there may be further color that I could add to them. But the only reason that some companies don't put them on the website is that sometimes they're commercially sensitive, and sometimes they are, sometimes they're not. This is not a case where this is commercially sensitive to Karoon, because it is absolutely a mark of revised focus for the organization on to delivering the value out of. So I have no problem at all in having that known by all our shareholders and investors. So you will, Yeah Publish these on the website? Yeah. Yeah. Great stuff. Any more questions? Good. Okay, well, let's let me now put the motion, and we'll move to the next item of this business, which is the approval to increase the aggregate fee pool for non-executive directors. It's proposed that the fee pool for non-executive directors be increased from AUD 1.2 million to AUD 1.5 million per annum, an increase of AUD 300,000, effective from 1 January 2024. The fee pool is inclusive of statutory entitlements, including superannuation. In accordance with the Listing Rules and constitution, the company must not increase the aggregate fee pool for non-executive directors' remuneration without the approval of shareholders, quite rightly. The fee pool has not been reviewed since the 2015 Annual General Meeting. The proposed increase to the non-executive director fee pool is sought. A, to provide sufficient scope for the board expansion, succession planning, and ongoing flexibility. To allow the board to set fees considering the future workload of non-executive directors, and to provide flexibility for board to align fees to reflect the geographic areas and skills to support Karoon's ongoing operations, including expansions into geographic areas we've not previously been, including the US, where we are actually right now. Details of proxies received for this resolution are up on the screen. Of the proxies received, 76.1% are for the resolution, 23.35% against, with 0.55% in the other category. Moderator, do we have any questions online relating to this resolution? Yes, the first question is from Daniel. He asks: How is it fair the board receives an increase in their fee pool whilst failing to provide any capital, capital return to shareholders, and subsequent to an acquisition that has led the share price dropping 30% from the pre-acquisition highs, while the oil price has increased? Which I believe is incorrect. Well, I think we've discussed the focus on, by this board on, providing sustainable, meaningful, ongoing dividend strengths to shareholders, which will be the fabric of which and the formula applied will be published when we understand the 30th of June results and be enacted from the August half-yearly results presentation. So I think we're addressing absolutely the need for provision of returns to shareholders through dividends and capital management. So, I'll have that. As I mentioned earlier on in my presentation, and look, the value of Who Dat needs to be demonstrated. I think it's more than a six-month, five, four months, three months type issue. The fee pool really is designed to ensure that the board's skills are augmented with local area knowledge, primarily in the U.S., to give us a deep understanding of, and contact base within the U.S., and being able to improve our stewardship of the Who Dat acquisition. The next question is from Mr. Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including this, the net fee increase, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangements? And also, will you publish a full copy of the webcast and a full transcript on your website for the benefit of shareholders who weren't able to attend live? I think on the last one, we definitely will be putting this, Daniel, do we have an ability to give shareholder numbers? We'll obviously publish a compliant voting outcome, so it will include details of for or against, open, usable, you know, abstentions in respect of all of the resolutions. Okay. There are no other questions online. Floor? Have I got the floor, or Gabriel? Oh, oh, thanks, Chairman. Just a question on the size of what the increase in the fees? First of all, it might have been interesting to have a director with experience in the Gulf of Mexico prior to the Who Dat acquisition. That's just a statement. What are the plans for the size of the board in future, given that you look like you're intent on maintaining a board of eight? Woodside have effectively one director for each $5 billion of market capitalization. They've got 10 people on the board. Santos has 10 people on the board, one director for every $2.5 billion of market capitalization. The board here, as skilled and illustrious as it might be, seems to be quite top-heavy. A lot of people. Board succession is part of my mandate, and I take on board your views. Clearly, in my view, board succession has to have Brazilian representation. And I think it also has to have some representation from the future ESG skills that I believe are important for this company to address in more detail. So, having further ESG skills are, I think, important. I do absolutely believe that it's worthwhile having a U.S.-based view, and I'll take on board for future succession as we appropriately end up with the right size, right skill. And I'm sure that there'll be further changes to the board over the next 18 months. But skills mix aside, because I think, I mean, anyone would agree with what you just described with that skill requirement, but size-wise? I think, the Board size at the moment is okay. There are, there are companies that I know that have far smaller boards. There are companies that, have much bigger boards. But I, I take on board your point, and, I think it's a valid point to, to factor into size and shape. I'm sure that the board fees for Woodside on, is, are far, for their number of directors, are far greater than AUD 1.5 million. Absolutely, no doubt. Well, I rest my case. It's not about the- No, no, you're right. Absolutely. Just, just a question on, again, the level of alignment. It does seem, you know, the amount of shares that the exec or the non-exec directors own relative to the size of the fee pool; it's well in excess of the value of the shares that the board owns, which I think is pretty underwhelming. And again, I, Peter, I think, looking at your background, you obviously did very well at Oil Search. You had a lot of shares. There was a very large level of alignment. I think you had 2 million+ shares. You did very well there. I think in 2019, you were paid in excess of $5 million, so no doubt, all very well-deserved. But your personal shareholding in this company is 50,000 shares. You get paid a lot more than that, and no doubt you work for it. But is there any consideration given to putting that more into a better sort of alignment in terms of you should have to hold two or three times the amount or the dollar amount of shares relative to what one gets paid per annum? Because, again, there's been a huge amount of talk on shareholder value. You know, we can cherry-pick at the time frame, but over 10 years, it has not been a good experience for Karoon. So just appreciate your thoughts as to what you think is gonna- Look, I- Realign the board to shareholders. This is a discussion point of around the board table constantly, and I'm pleased to say that Jo, for instance, bought shares within a week of her joining the board, so good on Jo. I, as far as I'm concerned, I believe in this company. I believe in its direction, and I think it's quite likely that my superannuation fund will be acquiring further shares because I believe in it. But should there be a minimum share- There is already. There is a, in our policies Okay there is a minimum shareholding base, which actually increases over time. I'm compliant. I think everybody's compliant with that at the moment, within the board, but I think it's a great time to buy. Look forward to seeing the analysis. Yeah. Thank you. Any other questions? Okay, well, as, no other questions, I'll now put the resolution to the meeting. The next item of business is performance rights to Dr. Julian Fowles. A summary of the plan and calculation of Julian's proposed grants is set out in the explanatory notes to the Notice of Meeting. The issue of the performance rights to Julian requires approval by an ordinary resolution of shareholders, pursuant to the ASX Listing Rules. The proposal is to grant 121,594 short-term incentives, deferred TY23 performance rights, which will only vest subject to completion of a one-year employment retention period ending 1 January 2025. And B, 506,475 long-term incentive rights, CY24 LTI performance rights, which are, in inverted commas, at risk. Remuneration will only vest should the LTI performance hurdles over the three-year performance period, 1 January 2024 to 31 December 2026, be satisfied under and in accordance with the Performance Rights Plan, and otherwise, on the terms and conditions set out in the Explanatory Memorandum. The LTI performance rights will only vest if pre-agreed performance hurdles are achieved over the three-year period. Specifically, vesting conditions are split as follows: 50% relative TSR performance, as assessed against a list of comparable representative industry peer group companies whose business models and/or regions of operations are similar to those of Karoon, and 50% absolute TSR based on compound annual growth rate, with absolute TSR being in excess of 10%, resulting in the vesting of performance rights between 10% and 18%. Julian will receive performance rights and be entitled to the issue of ordinary shares at no cost to him, only if performance hurdles are met. No loans will be granted to him in relation to his participation in the plan, and the non-executive directors support the issue of these performance rights. Details of proxies received for this resolution are up on the screen, and the proxies received are 78.77% are for the resolution, 20.68% against, and 0.55% are in the other category. Moderator, do we have any questions? There are no questions online. Questions from the floor? Yes, just a quick one. If you could please clarify the baseline for the LTI, the price, in terms of if Julian or if the stock is, you know, 10% higher in an absolute sense, is that AUD 1.9735? Is that correct? Am I reading the notice? I believe that to be the case. Peter, could you confirm that? Yeah. That's the, that's the number. Yeah. Just again, maybe it's more of a comment, but very recently, you asked shareholders to commit to a rights issue at a price of 2.05. AUD 2.05, and now we're setting a baseline to which some grants could be given at a price below that. It just seems a bit out of whack, so I'm not sure if, you know, Julian, do you think that's fair? Maybe you'd volunteer to put that back to AUD 2.05, so you're aligned with shareholders as to the price that they recently contributed equity to the company at. Well, I think you make a point. It's noted, there is a reality about the process, and I think there is a sensitivity, as Peter said, that we will be reviewing that this year in terms of how this is structured into the future, but I think it's set in the Notice of Meeting. Okay. But so it won't be retrospectively viewed or assessed? Thanks. Okay. Any other questions? Okay. Well, if there are no more questions in the resolution, I'll now put the resolution to the meeting. The last resolution is approval to refresh the company's placement capacity. Broadly speaking, subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. In order to maintain the flexibility, the company is asking shareholders to approve the issuance of the shares associated with the Who Dat acquisition, so that the company can retain its full issuance capacity for the next 12-month period. We note that there's no current intention, absolutely not, to raise any more capital. Details of the proxies received for this resolution are up on the screen. 64.8% are in favor of the resolution, 34.36% against, and 0.074% are in the other category. Moderator, do we have any questions? Yes, there's a question from Mr. Stephen Mayne. "Why bother refreshing the placement capacity when placements are not pro rata and favor institutions over retail shareholders? Does this indicate you are planning another selective placement? And will you consider... will you seriously consider doing a, an SPP for retail investors to make up for dilution? Look, I think the reality is that the board is not in any sense considering a capital raise any time soon, and it is not the process. Having gone into some analysis around the last capital raise, the board is taking note of the lessons learnt from that in the way it was handled and managed, and certainly, I think this could be seen as a piece of housekeeping. But as I say, I emphasize there is absolutely no intent for this board to go to the market anytime soon. There are no further questions online. Yes. Thanks, Chairman. I think it's been repeated quite a few times throughout today's meeting that there's no intentions to make an acquisition anytime soon. Yep. No intentions to make a placement. Despite the fact that the vote gets carried on the votes that are up on the screen today, and given what has happened to the share price following the last capital raising, it's almost as though the company, certainly in the market, has lost its license to consider placements and raise equity. Would you consider actually withdrawing the resolution, given that the company always will have the ability to do an entitlement offer, should it need capital in, for example, in case of an emergency? Well, I think my preference is not to withdraw the motion. I can make, as far as I'm concerned, an absolute undertaking that we're not going to sell the market in the period. I think people have voted, they've considered their position, and they've we have 350 million shares that have been put to it, and the motion's been put. So I think our strong preference is to carry forward with this motion, noting the sensitivities and equally you noting what I've been telling you. I think also just another, given you're making, you've already given us two commitments today, which I very much appreciate. Yeah, amazing, isn't it? It's just- To the point, while this board remains in place, if ever needing capital, equity capital in the future, would you commit that an entitlement offer be the first port of call? Look, I can't alone give you that undertaking, so I'm sorry. No, but that's what the Board would consider. It'll be the Board's position at the time and circumstance. So, I think the very strong positive that I see right now is that we have a balance sheet that is strong. We have an ability to pay dividends and do other capital management initiatives, and we have an intent to continue to build our business on the right investment thresholds. The challenge for us, frankly, right now, is to drive and put some stability into our shareholding base, and be able to demonstrate to our shareholders that the value we've got and the assets we have will add value to their shareholding base, through whatever means, whether that be ongoing discoveries, whether that be ongoing development, whether that be shareholder and capital management initiatives. It's our absolute intent to focus on that in the second half of the year. Just to finish on a highly academic note. If you were to raise equity going forward, I suppose going back to my previous question, raising it 2.05, the cost of equity did seem very high to buy an asset, you know, with a pretty punchy valuation. No doubt Who Dat is a good asset, but it's the cost of equity that you used to buy that asset that was more my point of contention. Understand. As it stands today, clearly, the stock is lower, and you've said there's no intention to raise equity, but what do you think your cost of equity is? And just because if you were to raise in the future, is there a price that you have in mind? You know, would it be above No AUD 3 when the cost of equity is lower? Just noting you've got that mid-teens IRR target. Your cost of debt's 10.5%, and your cost of equity today might be 30 or thereabouts. So I'd, I'd imagine it, if the share price would have to be a lot higher. But just maybe if you could tell us what your sort of weighted average cost is today, what, what your cost of equity is, just to finish on a very academic note. I'm sorry, everybody has a view about that, and we do. I'm not gonna give you my number. I'm sorry, but it's... I'm not. But I mean, you make very valid points in terms of cost of equity versus other costs of raising money. That's clearly one of the reasons why I'm completely averse to doing any further capital raising right now. Thank you. Okay. If there are no more questions, I now will put the motion to the meeting, and I'll now move to general business. Any questions from the ether? Yeah, we've had a number of questions on this same subject asked by multiple shareholders, so they're being consolidated, and I'll just read them separately, if that's okay, Mr. Chairman. Is there any intention plan to pay a dividend to shareholders at some point in the future? And if so, when? Look, I think I've covered that. As far as I'm concerned, absolutely. Um- I think the board is of one mind around this. We've given a timetable to give you some guidance as to the formula being used and some timing for the application. I can't tell you exactly what that dividend or capital management will be today. There's a lot of work and a lot of analysis going into the thirtieth of June numbers that are likely and will come out at that time to give shareholders guidance. I think it's always a salutary experience to really go around and talk to shareholders, both big, small, and retail, you name it. Certainly, I think the board's heard the message from shareholders, the importance of dividends and demonstrating the value, and that's our focus. Just on the subject of dividends, would you be able to frank a dividend? And if so, what percentage franking would it be? We do have franking credits, I understand, at about $12 million or so. That goes back to various exploration activities that were in the U.S., in Australia, pardon me. We certainly will be looking at distributing them, albeit that they're not a big number. Will there be any buyback of shares in the near future? The board is considering a number of opportunities in capital management, and they certainly include evaluation of share buybacks. Thank you. The next question is: on at least three previous AGMs, the chairman and committee members have indicated that dividends to shareholders were forthcoming. Please, can you advise why that did not happen? I think I've gone into some of that. I mean, it we were spending at one stage, at the end of 2022, $300 million plus on Baúna and had a significant capital spend. We clearly wanted to also see and bed down the Who Dat. We're now at a situation, the first real opportunity with some stable cash flows and understanding that we'll be paying something in the middle of this year. The next question is, one of the directors indicated at a previous AGM that Karoon oil reserves extended for 10 years. What are the actual oil reserves presently? I think we went through that in a presentation earlier on today. Certainly, the reserve life for Who Dat goes out potentially past 2040. Obviously, that time will be dependent on final cost base and oil price. The next question relates to the bond issue. Hi, Karoon Board. Why was it critical that Karoon develop relationships with bond issuers at this time, as there are no acquisitions proposed, these will have a negative effect on EPS and therefore shareholder returns? I think the very important factor is we went to market when the market was ready and receptive to a relatively small raising through that the 144A. Given our production position, we need to make sure we optimize when we do go. And it does give us flexibility and ability to pay down our RBL. Do you have any further comments, Ray? Oh, just a little bit more detail. The credit rating and the accessibility of that market is dependent on future production profile and cash flows, and this is the optimal year to do that. We may be too small for it next year. And then, of course, we have the election in the U.S. next year, and we've been advised not to do it next year. So combination of those factors means accessing that new pool of debt, with bank debt becoming a finite commodity for oil and gas, upstream oil and gas, means this was the optimal year. And the size was, of course, reflecting some desire to access the pool without placing too much cost on the balance sheet. The next question is, Peter, you mentioned your role as building enterprise value for shareholders. Can you confirm if you mean this to mean, building enterprise value on an absolute basis or on a per share basis? Well, it certainly desires to do it on a per share basis. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to the number of listed entities on the ASX falling. Why are public markets not valuing ASX-listed companies like ours more highly? And what are we doing to avoid being gobbled up like so many other companies? Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks? How long we got? Look, I suppose the best thing that any company can do is to drive share price performance, and I've heard that in spades, and heard it more... I don't know what goes beyond spades, but we've heard it. And that's the best form of defense, is to and keep make sure an acquirer pays an appropriate value. There is the market is different nowadays than it used to be, and complex. But in reality, given the consolidation of funds and the way funds are managed nowadays, there's also a move to consolidate and aggregate together large organizations, which I think is disappointing for the long-term future of creative and dynamic thinking within the corporate world. So Woodside, Santos getting together, the aggregation of small companies into big ones, and big ones into even bigger ones, will mean that the opportunity set for a lot of shareholders will diminish. There are no further questions online. Yes, Gabriel? Just a quick procedural on the Rem report. So just on the Rem report, on the basis of the proxies that were disclosed, would you confirm that that looks like it's a first strike? Yeah, it certainly does. So it, it just highlights, as I said before, the need to engage with shareholders and ensure that, that, that we, appropriately reflect their sensitivities, for next year. I, I think a lot of it, frankly, has already been addressed, but that, that's with different structures within the REM, both STI, and we will undoubtedly review LTI. But look, this, it's your company, and, you've spoken, and, we've heard. Thank you. I've got two fairly simple, straightforward questions. The first one is, at the last AGM, we were informed that ASIC was going to conduct an investigation into the leaking to the media of the last, capital raising. It's been nearly a year. Have you heard anything from ASIC at all, or have they given it up, or what's happening? No, I understand their investigation is ongoing, and I also understand it's been linked to a number of other examples of similar ilk. But it's certainly something we continue to follow up with ASIC, because we think it's important to do that and important to understand, if possible, accountabilities for those leaks and the process that went in- And the other question relates to the performance of the Baúna FPSO. Given the problems that we've had with, I think it was a topside issue that put that one well out of action, and then subsequently, we've had a lot of, you know, inconsistent performance and declining performance, up and down performance in recent months at Baúna. So it kind of raises the question in my mind about whether this FPSO is still up to the task and whether maintenance has been adequate. And just on that question of maintenance, when maintenance is performed, who pays for it? That's a complicated question. The last question's complicated. I'll throw it to Julian in a minute. But let me tell you, the board spends a substantial part of every board meeting discussing improvement and how we can improve, the performance of, and reduce the risk of performing, the FPSO performance. So, it is a big topic of conversation. I'm pleased to say one of the owners of the FPSO has changed in recent times, and we have a, a building constructive relationship with the new owner, who shares a similar view about what's an appropriate contract style and shape to incentivize all parties to improve safety and, improve, performance. It's an ongoing issue, but let me throw it to Julian to give some more flavor. Yeah, look, it's as Peter has emphasized, it's something which is a very pertinent and current topic, clearly around performance on the FPSO. I would characterize that as saying that we have a very strong team in Brazil, which is working very, very closely with the Altera Ocyan technical team, with their planning team, and with the maintenance team offshore. We are clearly disappointed with the results that we've seen from in terms of production uptime, and that is something that my team is tasked with addressing, and continue to address until that's resolved. The FPSO itself is currently undergoing a maintenance shutdown. That will address some of those issues that we have seen. But we are applying some pressure to the FPSO owner and operator to ensure that we see all of the maintenance issues addressed in a timely manner in order to improve our uptime. On the question of costs, we pay a fee for the charter of the vessel, and we pay an operations and maintenance fee. Maintenance costs are paid for from that by the operator of the FPSO. So I believe that, that's, it's a fairly conventional structure. And we expect to see through the second half of this year better performance, better levels of uptime from the FPSO. So they effectively get an allocation of funding for maintenance, from which they pay the maintenance that they have to carry out. So there isn't necessarily an incentive on their part to spend that money, is there? If our production is, If, if we have downtime in production, they don't get paid. So they have a very strong incentive to ensure we have minimal downtime. By and large, of course, there will always be some elements of downtime in any operating facility. The average around the world is on the order of 90%-90%+. Historically, we have achieved very high levels of production uptime at the facility. I would, as I said, anticipate that for the second half of the year, we will see improved performance at the FPSO. And that certainly is an aligned objective between Karoon and Altera Ocyan as the owner and operator of it. That won't necessarily mean that Karoon's going to be out of pocket for any further funds for that maintenance? Sorry, I didn't catch the question. Well, in other words, we're not gonna be paying. If there's gonna be things that come up out of this round of, you know, shutdowns and review of operations, that things need to be repaired- Look, there's a very- We don't want to be asked to fund further funds. Yeah, there's a very clear contractual relationship with Altera Ocyan. They have responsibility for maintenance costs, and they're incentivized in order to keep the vessel maintained and keep uptime as well as it can be. I can tell you right now that they're not comfortable, they're not happy with where they are on the uptime, obviously. And they've been receiving reduced revenue as a result, so that does hit them. Any further questions? Well, thank you. Thank you, everybody. There being no further questions, ladies and gentlemen, I'll advise that in one minute, I'll close the voting system. Please ensure that you've cast your vote on resolutions one to nine. We have a moving voting box with pink Computershare on it. So please make sure put your voting cards within, into the box, and we will then close the minutes, the meeting. Thank you, ladies and gentlemen, for your attendance and constructive dialogue, and very useful for us as a Board, and I hope we can continue that dialogue. There is no further business to be conducted, so please join us for a cup of tea or coffee and a sandwich outside. The results of the poll will be announced to the ASX as soon as possible after this meeting, and will also be posted on the company's website. So I now declare the meeting closed, and in doing so, thank you sincerely for your participation.