Good morning, and thank you for joining us at this meeting of Newcrest Mining Limited. My name is Peter Tomsett, and I'm the chairman of your board of directors and the chairman of this meeting. Let me begin today by acknowledging the Wurundjeri people, traditional custodians of the land on which we meet today, and pay my respects to elders, past, present, and emerging. I extend that respect to Aboriginal and Torres Strait Islanders people joining us today. Thank you for taking the time to join us today, whether in person or virtually. The notice of the scheme meeting and the scheme booklet was lodged with the ASX on the eighth of September and has been made available to all shareholders. With the time now having just passed 10:30 A.M. and having been advised that a quorum is present, I declare this meeting open. Today's voting will be conducted by way of a poll, and I now declare the poll open on the item of business. The item relates to the scheme of arrangement proposed between Newcrest Mining Limited and its holders of fully paid ordinary shares as described in the scheme booklet. If the scheme is approved by shareholders at the meeting today, Newcrest will seek court approval of the scheme on Tuesday, the seventeenth of October, and the scheme will become effective when the court orders are lodged with ASIC. It is expected that the scheme will be implemented on, and the consideration issued by Monday, the sixth of November. I'll now hand over to Claire Hannon, one of our company secretaries, to explain some of the formalities for today's meeting. Thank you, Chairman, and good morning, everyone. For those in the room with us today, please ensure your mobile phone is turned off. Thank you. In the event of an emergency or if for any reason we need to evacuate this room, please leave through the doors which you entered and gather in front of the RACV Centre on Bourke Street. For those shareholders and proxy holders here with us in person today, on the back of your yellow admission cards, you'll find a series of boxes for voting. You should record your vote by marking the box either for, against, or abstain for the scheme resolution. If you are voting in more than one capacity, you have been given a separate yellow voting card for each capacity. If you're uncertain about any of the voting procedures, please put up your hand, and a representative from the share registry will assist you. For those holding blue or yellow attendance cards, once we get to the relevant time in the meeting for questions, you can ask your questions or make comments by approaching one of the microphone attendants and provide them with your name and voting card. Shareholders have also been provided with the option to participate in this meeting online, to cast a direct vote prior to the meeting, or to appoint a proxy to vote and act on their behalf in today's meeting. If you are a shareholder or proxy holder eligible to vote at this meeting and voting online, there is a get a voting card box at the top and bottom of your screen for you to register using your HIN, SRN, or proxy code provided. Selecting this icon will bring up the scheme resolution and present you with your voting options. To cast your vote, simply select one of the options and select Submit Vote. You will also have the ability to change your vote up until the time the chairman declares that voting is closed. This will be at five minutes after the conclusion of the meeting, and the chairman will give a warning before voting closes. I also wish to remind proxy holders who hold directed proxies that these votes must be cast in accordance with the underlying instructions. If the proxy holder does not vote, directed proxies will fall to the chairman, and he will vote those proxies as instructed. If you are participating online today and wish to ask a written question or make a comment, please click on the Ask a Question box, either at the top or bottom of the online platform. Questions and comments can be submitted at any time. We encourage you to start submitting your online questions or comments now. You may also ask questions or make comments verbally. Further details as to how to ask a question by phone are set out in the notice of scheme meeting. Written questions and comments may be moderated. For example, if questions are particularly lengthy, we may need to summarize them in the interest of time. If we receive multiple questions on one topic, they may be answered together. To ensure that shareholders as a whole have a reasonable opportunity to ask questions or make comments, please limit your questions to no more than two. We've already received some questions in the lead-up to the meeting, and they will be responded to in the same way as questions received during the meeting. For those joining us online, if you have any problems using the online platform, please check the scheme meeting online guide located within the scheme meeting section of our website or call the number on the right-hand side of your screen. A recording of the meeting will be available online later today. I'll now hand back to the chairman. Thank you, Claire. Let me now ask our Interim Chief Executive Officer, Sherry Duhe, to say a few words. Thank you, Peter, and good morning to you all. It's a pleasure to join you on this important day for Newcrest. FY 23 was a transformational year for Newcrest. It saw higher gold and copper production with increased shareholder returns. It also saw Newcrest enter into a binding agreement with Newmont for the proposed acquisition of Newcrest. Execution of our clear strategy has helped position Newcrest as one of the world's leading gold producers, which will form a key part of the merged group. We're excited to present our shareholders with the opportunity to be a part of a company that will set a new benchmark in gold production, with increased diversification across a premier portfolio of gold and copper assets.... The transaction is a testament to the success of the Newcrest and quality of our assets. Behind our success is a team of people whose passion, drive to innovate, and commitment to make a positive difference has enabled us to achieve a world-class metals business. I'd like to acknowledge and thank the Newcrest team for their hard work and dedication over many years to safely produce for a better future. As the next chapter of Newcrest's story unfolds, our people can stand proud of the exceptional business they have built together. And lastly, thank you to our shareholders. We appreciate you taking the time to join us today, whether you're here in person or participating online. We look forward to seeing the future growth and development of our enviable portfolio of world-class gold and copper assets, and believe that our shareholders and other stakeholders can look forward to an exciting and prosperous future. I'll now hand back to the chairman. Thank you. Thank you, Sherry. I'd like to say a few words about the proposed scheme of arrangement. Details of the scheme are outlined in the scheme booklet, and, for those of you who've seen it in person, the booklet is about that thick. There it is. If the scheme is approved and implemented, Newmont will acquire all of the shares in Newcrest, and Newcrest shareholders will receive 0.400 Newmont securities for each Newcrest share held. The Newmont securities will be issued as shares quoted on the New York Stock Exchange, or as shares represented by CHESS Depositary Interests, CDIs, or PETS Depository Interests, PDIs, quoted on the ASX or the PNGX. In addition to the scheme consideration, Newcrest shareholders will receive a fully franked special dividend of $1.10 per Newcrest share held on the special dividend record date, subject to the scheme becoming effective. The special dividend is expected to have approximately $0.47 per Newcrest share in franking credits. The Newcrest directors unanimously recommend that shareholders vote in favor of the scheme. The Newcrest directors consider that the scheme has the potential to realize greater benefits to Newcrest shareholders than any other currently available, including Newcrest continuing as a standalone entity. At the time of this meeting, no superior proposal has emerged, and the directors of Newcrest are not aware of any superior proposal that is likely to emerge. Each Newcrest director is voting or procuring the voting of any Newcrest shares held or controlled by them, as at the time of this meeting, in favor of the scheme. In making this recommendation, your directors considered the advantages and disadvantages for Newcrest shareholders and received financial and legal advice. Your directors also considered the merits and strategic rationale of the scheme, the merits of continuing to operate Newcrest as a standalone entity, and the likelihood of a superior proposal. In particular, the Newcrest board has identified a number of reasons why you should vote in favor of the scheme and a number of reasons why you may wish to vote against the scheme. These are set out in detail in the scheme booklet and are summarized on the current slide. Your directors consider that the reasons to vote in favor of the scheme outweigh the potential reasons to vote against the scheme. The Newcrest directors appointed Grant Samuel as the independent expert to assess the merits of the scheme. The independent expert has concluded that the scheme is in the best interest of Newcrest shareholders in the absence of a superior proposal. The reasons why the independent expert reached these conclusions are set out in the independent expert's report, a copy of which is included in Annexure 1 of the scheme booklet. The independent expert's conclusions are set out on the current slide. The independent expert outlines that the assessment of the transaction is not straightforward. They've assessed that the underlying value of Newcrest is in the range of $18.64-$21.13 per Newcrest share, while the value of the consideration is $17.10-$18.70 per Newcrest share. This overlap is insufficient to meet the requirements for the transaction, together with the special dividend, to be fair in terms of ASIC's regulatory guidelines. However, the independent expert's report states that there are good reasons to conclude that this analysis, which is required under the regulatory guidelines, provides, at best, an incomplete assessment of the transaction together with the special dividend. In these circumstances, the independent expert considers that a scrip-based transaction relative contributions analysis is also useful and relevant. Over an extended period, Newcrest shareholders have consistently contributed approximately 25% of the market value of the merged group, yet they are receiving approximately 32% of the market value of the merged group. This analysis represents a premium or uplift of around 30%. In addition, the transaction enables Newcrest shareholders to retain their direct exposure to the gold sector by rolling up their investment into a larger, more diversified company, while capturing a meaningful premium in the process, as well as benefiting from a higher dividend per share. Ultimately, the independent expert concluded that if a superior proposal does not emerge prior to the scheme meeting, the choice is essentially between the Newmont transaction and the status quo. In this case, Grant Samuel's judgment is that the Newmont transaction, including the scheme, would be in the best interests of Newcrest shareholders. Implementation of the scheme remains subject to the following conditions precedent: The approval of the scheme resolution by Newcrest shareholders at this meeting, approval of the scheme by the Federal Court of Australia at the second court hearing, and other customary conditions.... Newmont stockholders approved the issuance of Newmont share common stock in connection with the scheme at the meeting of Newmont stockholders held on the eleventh of October. All government regulatory approvals that are conditions precedent have been obtained, including the Australian Foreign Investment Review Board. If the outstanding conditions precedent, including the shareholder and court approval, are not satisfied, the scheme will not proceed, and Newcrest will continue as a standalone entity listed on the ASX, PNGX, and the TSX. If the scheme is approved by Newcrest shareholders today, the key events and the expected timing in relation to the approval and the implementation of the scheme are set out in the timetables shown on the screen. The second court hearing for the approval of the scheme is scheduled for 10:15 A.M. on Tuesday, the 17th of October, 2023. If the scheme is approved by the Federal Court, the effective date will be Wednesday, 18th of October, next, on 2023. The Newcrest shares will continue to trade on the ASX, PNGX, and TSX until Thursday, the 26th of October. If the scheme is approved and becomes effective, Newcrest shareholders will receive a fully franked special dividend of $1.10 per Newcrest share held by them as at the special dividend record date, being 7:00 P.M. Melbourne time on Thursday, the nineteenth of October. The special dividend will be paid on Friday, the twenty-seventh of October. The scheme is then expected to be implemented on Monday, the sixth of November, 2023. It is on or before this date that the scheme consideration will be provided to Newcrest shareholders. Newmont and Newcrest have agreed minor amendments to the scheme to allow the scheme consideration to be issued on or before the implementation date to facilitate the mechanical steps necessary for implementation to occur on the proposed implementation date. Newcrest shareholders will receive 0.400 Newmont securities for each share held on the record date of 7:00 P.M. Melbourne time on the thirtieth of October. Eligible Newcrest shareholders who are registered on the Australian Share Register will be entitled to receive Newmont CDIs. Those registered on the PNG Share Register will be entitled to receive Newmont PDIs, and those registered on the Canadian Share Register will be entitled to receive Newmont shares. These times and dates are subject to change. Any changes will be announced to the ASX, PSX, and TSX—PNGX, sorry, and notified on Newcrest's website. We'll now move to the formal part of the meeting. The formal business this year will follow the similar format that was used at our 2022 AGM. I'll outline and describe the resolution for consideration and will then respond to questions. Following this discussion, I'll then display the proxy outcomes, and as stated in the notice of the meeting, voting on the scheme resolution will be conducted by a poll, which has been open since the start of the meeting. The scheme resolution is also now shown on the current slide. That pursuant to, and in accordance with Section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Newcrest Mining Limited and the holders of its fully paid ordinary shares as contained in, and more precisely described in the scheme booklet, of which the notice convening this meeting forms part, is agreed to, with or without modifications, as approved by the Federal Court of Australia, to which Newmont and Newcrest agree. The scheme resolution is required to be passed by the majority of shareholders present and voting at this meeting, whether in person or otherwise, and by at least 75% of the total number of votes cast on the scheme resolution. Daniel Reid of the company's share registry, Link Market Services, will act as our Returning Officer for the poll. Shareholders, their appointed proxies, attorneys, and authorized company representatives are entitled to vote today. The poll will remain open for 5 minutes after the end of the meeting. We'll now move to shareholder questions. It is my duty, as Chairman, to ensure that all shareholders as a whole have a reasonable opportunity to ask questions about or make comments on the business, the item of business, before the meeting today. I'll now outline the procedure for asking questions at today's meeting. Firstly, we'll commence with questions submitted in writing prior to today's meeting. We'll then proceed to answer questions from shareholders in the room, then questions from shareholders attending via the online platform, and finally, then those using the telephone facility. Questions and comments should be concise and limited to two questions at a time, and if you have individual specific issues or other matters that do not relate to the item of business at today's meeting, please raise them with our staff in the foyer during or immediately after the meeting. Further instructions on this are in the notice of scheme meeting and the scheme meeting online guide available on our website. Claire, can I please ask you to read out any questions or comments received in advance of the meeting? Certainly. Chairman, I have a question from Procona Proprietary Limited. What arrangements do Australian shareholders need to have in place with their current broker to be able to trade Newmont shares in, say, 2024? Thank you. It's a fairly simple one. The CDIs will trade exactly in the way that the common shares do today, and so you just have to have the same arrangement with your broker to trade in those shares. I have a question from Gregory Smith: What remuneration are the board and senior executives receiving as a result of the scheme succeeding? ... We, the board and the executive, are not receiving any additional remuneration other than the normal contractual entitlements. So there's nothing extra for anybody. I have a question from Harry and Venetia Sindos: Is my self-managed super fund, the holder, an eligible or ineligible foreign shareholder? Will I be able to trade my CDIs from Australia? What is the difference between CDIs and shares? Why am I getting CDIs in Newmont and not shares? Assuming, like, the self-managed super funds are a very Australian thing, so I can only assume that they are an Australian-registered holder. So you would be able to receive CDIs and trade them as on the ASX. You know, all Newcrest shares will be converted in Australia into CDIs. That's what'll be able to trade it. They can be transmuted into Newmont shares at the shareholder's election, but the default will be to receive CDIs. I have a question from Celestine Eckerick: Why has the chairman and board recommended this action of throwing a prize asset into the hands of a predator? It is anti-capitalist and reeks of corporatism, the death of the capitalist system, which has served the Western world fairly well. It is totally detrimental to shareholders, no Franking Credits, and only limited access to our asset, as defined by the scheme and Australia in general. What happened to Australian pride in independence and ownership of our resources? There's a lot to unpack in that one. You know, we have thought long and hard about this, and we've had a long and protracted negotiations with Newmont. And we got to the stage where we think that the consideration offered is a premium that is in the interest of our shareholders. We would, you know... We think that we'll have great exposure to the enlarged group. The enlarged group will be far and away the preeminent gold producer in the world. And you'll have access to the dividend framework that Newmont has, which has traditionally been paying higher dividends than we've been able to pay. And so, on the whole, we just felt it was very much in the best interest of shareholders. It's interesting, the bit about pride in Australian independence and ownership of resources. It's a thing that, you know, we'd love to have, and we've loved being an Australian champion of the gold industry. But at the end of the day, you know, we have to do what's in the best interest of shareholders. And while we would have loved to continue on, and we had a great strategy and a great team in place to take this company forward, the reality is that we were made an offer by Newcrest, that by Newmont, that we basically couldn't resist. So it's a sad day for us, but it's a good outcome for the company and the shareholders. I have a question from the Noone Family Super Fund: How will the mining operation of the company be affected by this merger? I mean, we've had a number of discussions with Newmont. Obviously, in a few weeks' time, Newmont will have responsibility for the mining operations. I mean, I think it's... we don't know exactly. We're not privy to all of their plans, obviously. I think the thing that's important to realize is they wanted to buy Newcrest because they like our operations. They like what we do, they like what they've seen, and, so there's no reason to think that there'll be anything untoward happening there. They will obviously assess the portfolio, and they'll assess their own larger portfolio, which they'll have to do, and they'll make decisions on that basis. I think it's fair to say they're doing it because they like us. I have a question from Andrew Watson and Verena Trenkner: Why do you think it's okay to sell the company very cheaply? Well, I don't think it's okay to sell the company very cheaply, and I don't think we are selling it very cheaply. It's, you know, we've talked, and it's in the scheme booklet about the significant premium that Newmont is paying. And I would like just to mention that where it sits in the context of the industry and more recent gold transactions. Over the last four or five years, there's been a number of major gold transactions, not as big as this one, because this is the biggest one that's ever happened in the gold space. And they've just about always been in zero-premium mergers of equal. Nobody has... And, you know, you look at Agnico Eagle and Kirkland Lake, and you look at Barrick and Randgold. They're the two really big ones, and they were zero-premium mergers. We've managed to secure for our shareholders a significant premium, and that's not easy to do in this world. And so I think that, you know, we're committed to selling the company, accepting Newmont's offer. The individual directors have all voted for that, and we don't think it's cheap. We don't think we've given it away cheaply. We've done the best that we can for shareholders, and we think it's the right thing to do. I have a question from Gordon Bliss: Have Newcrest's non-compliant pollution controls at the Cadia Mine had any adverse effect on the value shareholders will receive from the arrangement with Newmont? Yeah, well, that's the, the issues at Cadia are, have been well documented, and, you know, it's something that we've been working very hard on. And we're, as a company, we're, we're, haven't been happy with the way that's all gone, and we, we've acknowledged that we can and we should have done better and that we will do better. But in terms of the scheme, it's had no impact. You know, the agreement, the, the consideration was agreed before a lot of that became public. It hasn't changed. It's fixed at 0.4. So the, the, the issues at Cadia have had no impact on the scheme. I have one final question received before the meeting, and that is from Anthony Morris. "A valuation of 0.5 of a Newmont share would have been a much fairer valuation. Why did the board not counter the initial takeover offer with a higher valuation of 0.5, as the recommended offer of 0.4 Newmont shares, even with a special dividend of $1.10, does not reflect the true value of this business? Well, I've already talked about some of the thinking that went into it, and I will say that you know, this was quite a long and protracted months of negotiation. It's hard to negotiate when there's only... It's quite difficult when you've only got one negotiating party. It's ideal when you get other people in, and you can trade them off against each other, but we didn't have that opportunity because no one else came along. I, you know, I really think that we did exceptionally well to get where we got to, and I think that it's one of those situations where, you know, we got to a stage where we felt that by not accepting what was in front of us, our shareholders, if we didn't accept it, that we would've been in a much worse position. So, a significant premium, as I say, and 0.5 is just another number. 0.4, when you add the special dividend into it, is the equivalent of 0.428. And, as we've said, it's a 17% premium to their first offer, which to actually raise, to get someone to raise it, to bid against themselves essentially by 17% more than they really wanted to pay, which was a 25% premium in the first place, is an outstanding effort on behalf of our board and our advisors. And we talk about the true value of the business. The true value of the business is what the market is willing to pay, you know? That's the market speaks, and we're guided by it, so. And that's where our independent expert got to as well. You know, you can calculate all sorts of numbers, but at the end of the day, the market speaks. That's all the questions I have from that were submitted prior to the meeting. Okay. I'd like to invite shareholders in the room to ask any questions or make comments. If you wish to ask a question, please approach one of the microphone attendants, and the microphones are at the front, and provide your name and voting card to the microphone attendant. Only people holding a blue or yellow attendance cards are entitled to address the meeting. Are there any questions? It is [inaudible] Sorry, can we have you up at the microphone so people can hear? You think there are roaming microphones? No, we've only got the two standing ones. Well, we've got... No, we have got one. Okay. There's one here. Is this microphone on? No. No. It's on. What do you think? Hello? Yeah. That's better. You mentioned that there's been no superior proposals, and that you've been able to negotiate, you know, a 17% premium. Wouldn't you, like, if you were selling your house, wouldn't you wait until you actually did have a competing person to bring the price up? Also, because the shares now are $26, as opposed to the assessed value of a maximum of $18.70, which comes to $30. The thing is, at the moment, with the world as it is, with Brazil, Russia, India, all trading in gold, and also with the EV, and wind farms, that copper and gold are really going to hit a premium. I can see that the prices will go to 40, probably very soon, and I think you are really undervaluing the sale of this company, and I also feel very strongly of keeping assets in Australia, particularly in that framework that I've just pointed out. Okay, thank you. Thanks for the question. On the first part, I mean, waiting doesn't work. I mean, we. It's not that we, you know, we didn't get any superior proposals, but it's not because we didn't talk to people. I mean, we know that, and I talked earlier about how the world had worked, had gone towards zero premium mergers, mergers of equal. And we had lots of discussions with some of the other big players, and they couldn't match the ability of Newmont to offer a significant premium. They would love to do a combination, but they just weren't in a position to pay a premium. So, waiting wouldn't have done anything. There was nobody coming along if we waited longer. That was not gonna happen. Regarding the second part, you know, the market is the market, and-... We're currently trading in the AUD 25 range. You know, I truly believe that if this bid wasn't there, we would be significantly lower than that because, you know, we're trading on that premium. If, you know, gold goes up, gold goes down. Obviously, it's quite strong compared to where it has been. You know, some of us who've been around the industry for a long time remember the days when it was $250 an ounce. So it's great that it's up around the $2,000 an ounce. Costs play a big part in that, and, you know, obviously, as inflation is rampant around the world, our cost base is higher than it was, too. So $2,000 an ounce is great, but it's not the be-all and end-all of it. I mean, the key point is that we're exchanging our Newcrest shares for Newmont shares, and by doing that and having a large part of the company, you're still exposed to the gold price. You're still exposed to the copper price. And what you're doing is starting from a higher base. You know, like, we're starting from AUD 25 to get to AUD 40 instead of going back to AUD 20 to have to get to AUD 40. You're starting 30% above where you would have been if the bid wasn't there. Any other questions? Mr. Chairman, I'd like to introduce Joanne Sergio, individual investor. Thank you. Thank you. Hi. So my question's in regard to the $200 million in synergies. I'm unsure whether that's in U.S. or AUD. I suspect it's in... or Canadian dollars. Regardless of the currency, to realize those synergies in the next 24 months, I suspect there'll be a cash outflow. So do you think that will impact the share price over the next 2 years before there's a greater realization of those forecast synergies at hand? I'm not sure I'm... What do you mean, cash outflow? So to realize, to get those synergies, you'll need to spend money. Well, I guess we're getting into an area that's- Sorry if that doesn't sound crude, but as in- No, no. To have those $200 million realization, some money will need to be spent to achieve that, whether it's an investment in CapEx or otherwise. So what are the views on the share price in the next two years to realize those synergies? You know, the whole issue of synergies is something... Thanks for that question. The whole issue of synergies is something that's that is in Newmont's domain. We haven't said anything about synergies, and I know Sherry's had a lot more discussions with Newmont about synergies and where they might be. They had experience with... They took over a company called Goldcorp four years ago, which was a significant gold producer as well, at a very low premium compared to what we're getting, I should say. And they, they claim to have quite good knowledge of what synergies came out of that and have applied their learnings from that to what they think we're going to get out of, what they think they're gonna get out of, out of Newcrest. As to how, whether they'd be spending money and to do that, I mean, a lot of it is rationalization of corporate structure. You know, but running public companies costs money. When you're bigger, you, you have obviously economies of scale around the place. You know, they've talked about things like their purchasing power, for example, which doesn't require extra expenditure. I mean, that's just because all of a sudden, you're a much bigger buyer in the market, and you can, you can negotiate much, from a much stronger point of view. You know, that's really... You know, we haven't, we haven't made any comments really about synergies, about what, what is achievable. That's, that's totally come out of Newmont. So I don't know whether, Sherry, you just want to add a few words here? I mean, Peter, I think you've summarized it perfectly. I think it's just important to underline that when you have these large M&A transactions, and in this case, it is a takeover, it's not a collaborative process. Newmont doesn't come and ask us to validate the numbers. They have informed us of the numbers, and they've done that based on their own information around the company and also due diligence that we provided to them. But it's not something that, Newcrest has participated in, so we don't have any insights in terms of what investment or cash outlay there may be. As Peter has mentioned, they have put out public information that talks about the bulk of those synergies actually being operational improvements either in throughput or cost, and there will be, as Peter has said, some rationalization, and we've been public about the fact there won't be two corporate offices, for example. But any other details on that would be something that I would assume that Newmont's gonna be sharing and also tracking as they go through, so you can understand how they're delivering on those synergies. Thanks, Sherry. I have another question over here. Roger Fyfe. Mr. Chairman, I'd like to introduce Roger Fyfe. Thank you. Mr. Chairman, I have two questions, unrelated. The first one is my past shareholding history. As a shareholder in Normandy Mining, when Newmont took over, they listed Australian CDIs. Other larger shareholders took advantage of the Newmont shares, and so subsequently, Newmont delisted the CDIs. I've seen this question flagged in the media prior to this meeting, and that is, given that the previous delisting meant that shareholders who received Newmont shares in lieu of the CDIs had to comply with onerous IRS listing requirements, which was a great nuisance. So I would like to ask, will Newmont give an assurance that they will keep the Australian market informed contemporaneously, as far as possible, with the ASX reporting requirements, and also do all they can to actively support the Australian CDIs? I'll leave it to other jurisdictions. That's the first question. Yeah, the whole issue of CDIs is a interesting one. You know, in some at some level, you'd love to just be able to trade Newmont shares on the Australian Exchange, but that's not the way the world works, so. And I understand your point about that, many of these CDIs, in the past, have disappeared over time as the trading becomes thin. You know, so what will happen is, you know, Newcrest is a very liquid stock at the moment in Australia, and there's a lot of trading in it. Most of those which are Australian-based will continue to be able to trade. But there will be, you know, over time, it's just the way it happens, over time, they become less and less liquid, and as people buy them, and, you know, they can get, go offshore and get converted into Newmont shares. So we've had no undertaking from them, how long they would take, but it, you know, it would usually take, it would be, years before there would be such thin liquidity that, they would be unlikely to keep them going, I think. Thank you. But that is a question for Newmont. Right. The second question is relevant to this company, and that's, in your opening remarks, you referred to the entitlement to the $1.10 special dividend, and, the document refers to, the dividend being paid, on the twenty-seventh of October. But when you look at Section 4.4 of the, offer document, shareholders cannot sell Newcrest Mining shares on the ASX prior to their last day of trading on Thursday, the twenty-sixth of October. So that's when they get delisted, given that the scheme record date in Section 4.4 is Monday, the thirtieth of October. So in other words, you've got to, in order to receive the 0.4 Newmont shares as CDIs, you have to also, hold on and receive them. You cannot sell your shares and receive, on the ASX as Newcrest shares and receive the $1.10 special dividend. I think that's right. That's what the document says in Section 4.4. Yeah. I don't know. So- I think if I understood correctly, I mean, that is correct. We've laid it out very carefully on the dates that you have to hold Newcrest shares in order for them to be converted and to receive the dividend, and there are some specific trading limitations that factor into exactly on what date you have to hold them for those transfers to happen, and it's all outlined very clearly in the document. That's why I'm quoting the document. It means you cannot sell Newcrest shares on the ASX before they are delisted in order to receive the $1.10 special dividend. Mm-hmm. Yes. That's right. It's Kam Jamshidi, HSF. I might have a go at answering that for you. Yes, please do. So in order to get the dividend, you've got to be on the register at 7 P.M. on the nineteenth of October. So technically, you could hold and be on the register on the nineteenth, then sell your shares, your Newcrest shares, before they stop trading on the twenty-sixth, effectively. So you can get the dividend and then sell your Newcrest shares. Is that your question? Yes. You know, the way these things trade is they'd go ex-dividend. So essentially, the price of the shares will go down in normal trading, would go down substantially on the day after the record date, because they're worth $1.10 less than they were the day before. Any further questions from the floor? Mr. Chairman, I'd like to reintroduce Rod Mackenzie from the Australian Shareholders Association. Would have been disappointed if you hadn't stood up, Rod. Good morning. Today, I'm representing Australian shareholders. We've got 71 of our members who have entrusted us with their proxies for a total of 140,000 shares. I really was disappointed that I didn't receive the scheme booklet about three weeks ago. I actually got it yesterday delivered to my house. Now, I made the phone call, did everything right. I was assured I'd get a copy well in advance. But, you know, yesterday. Now, we had to put our voting intentions, et cetera, in through ASA around about two weeks ago. And it just was difficult trying to read even sections of a 700-page document on a home computer. It just does not work. I can assure you, reading a 700-page document is not easy under any circumstances. I, I agree. Why wouldn't have Newcrest put out a summary booklet? In fact, the 700-page thing is called a booklet. It's not a booklet. It's a tome. It's not a booklet. It's a phone book. Why not put out a summary booklet? I know it's too late now, but, you know, maybe somebody listening today can sort of take that... Yeah, They're certainly summarized. There's areas of it summarized at the start, but there's a lot of legal requirements. And the trouble with a summary booklet, I think, and I'll ask the lawyers to jump in if I'm saying something out of line here, is that, you know, unless you cover everything, you may not have covered enough, and so it's quite difficult to do. And, you know, when we started talking about a booklet and it started growing and growing, as you say, 700-something pages, and in the flesh, I think Dan's got one over there. He might wave around because most people haven't even seen one. It's under the seat there. Yeah. Yeah, that's- 2.4 kilograms or something like that. That's a booklet. Yeah. And- It ain't a booklet. What do they cost, Claire? AUD 130 each. Wow! Wow. And so, you know, most people don't want that rocking up in their letterbox. So... And they've been available online. The world's changing, you know, people are getting used to it. Sure. We apologize if you didn't get one on time. I mean, I'm not sure what happened there, or it should have been done better, but obviously, it didn't. At last year's AGM, you know, the company were talking about the exciting opportunities in British Columbia. Mm-hmm. Are they fully valued in the merger? To me, it seems like an exciting area and an area that Newcrest could have expanded, sort of, going into the future. So can you assure us shareholders that that area has been, and those deposits, have been fully valued in the merger? Yeah, I mean, we believe, we believe they are. You know, and we've got to look at this as an aggregated whole, because that's the way it is. But I will say that Newmont has traditionally been, or has been for quite a long time, very, very interested in British Columbia and have quite a lot of interests there. So they're very keen. I mean, it was a very important part of their rationale, I believe, that our base in British Columbia was very important to them, and I think that they valued that very highly. And, Sherry, you've probably had more discussions with them about that. Yeah, and I just may add that in terms of how we looked at things, we didn't get into a discussion with Newmont around what they thought each asset was worth. What we did do is, you know, obviously, we have our own very fully informed views around what we believe that Newcrest is worth, both our existing assets today and our growth projects, of which, you know, Red Chris and Brucejack are amazing assets and have really long futures ahead of them. Newmont will have done the same, but really, at the end of the day, all that gets baked into the full scrip ratio and looking at that and trying to understand if that is a fair, you know, value for our shareholders. And we do believe that the British Columbian assets were fully incorporated into that. So the key part of the portfolio. Right. That's all. Thank you. Thanks, Rob. Any final questions from the floor? I'm seeing none. Is there any other online questions? There are several online. Our first one from David and Elena Dunn: Are directors fully cognizant if Franking Credits will still accrue to Australian investors in the event of the merger? Well, I mean, in the future, there will be Newmont shares and... Well, Newmont shares, Newmont CDIs, and they'll pay Newmont dividends, which are not franked, in my understanding, so there will be no franking credits. I have a question from Maria Perez: Mr. Chairman, I beg to disagree with your statement that the board recommends a "yes" vote in the absence of a superior proposal, as Newmont can deliver shareholders better returns than if Newcrest continued as a standalone company. I think I am not alone and backed by many of the Newcrest employees. The first offer of 14 January at 0.363 exchange ratio implied an offer price of AUD 28.32 per share. Today, the offer price at an exchange ratio of 0.4 and an FX exchange ratio of 0.6316 AUD/USD is AUD 24.60 without the special dividend and AUD 26.30 including the dividend. I note the FX exchange has moved some, as well as the gold price, and the Newmont price has reached some lows. But can you recommend the current offer, AUD 8, AUD 2 lower than today's price? How is this an offer the board couldn't resist? Are you serious? Yes, we're serious. You know, it's the difficulty of, of, in trying to compare cash with, with the scrip consideration. And this is a big deal. It was never going to be a cash deal. Like, it's $20 billion. It's nobody does that in the, in the gold, in a commodity business where prices go up and down. So it's, you know, we've proposing that we swap like for like. We're proposing we swap Newcrest shares for Newmont shares. And right now, the Newmont shares, as has the rest of the gold market, has declined significantly from when we first signed the implementation deed. If the Newmont offer had not been on the table, Newcrest shares would be, I believe, significantly lower than where they are today, and so that would make the numbers that have just been described not really applicable. You know, would we get back up to AUD 28 quickly? Maybe. Depends on the gold price, depends on what we did. It's a lot easier to get to AUD 28 from AUD 24 or AUD 25 than it is from AUD 20, and that's the uplift that you're getting from taking Newmont's stock. Thank you. I have a question from Mark Hoyer: "Why did the board sell out the company? Do they really think it's best for the company? Well, the board's not selling out the company. It's the shareholders who are voting on this for a start. I mean, the board is recommending that they vote for it, and, you know, having seen the proxies, I mean, that's been pretty well accepted so far. And we think it's in the best interest of shareholders. I mean, we've been through this quite a number of times. There's a scheme booklet that goes through all the detail and explains why, we just think it's in the best interest of shareholders to accept the bid for all the reasons we've talked about today. Perry, I have a question from David and Elena Dunn: "What benefit are directors getting from the proposed merger? Essentially no benefit. We have negotiated that two of our existing directors will join the Newmont board. Who that is hasn't been decided at this stage. You know, it's premature to decide that anyway, prior to even having a shareholder vote anyway. So, they will have some ongoing involvement. The rest of the directors will resign, retire in the next few weeks and receive no compensation for that. No other than what we already get. I have another que- And we've committed to vote for the scheme, and so we've all got shares, and we will all end up with CDIs, most likely. Um- Same as everybody else. I have another question from David and Elena Dunn: "Will we have to pay Australian taxes in the merger instead of getting Franking Credits? Well, I understand that the CDIs will be a tax-free rollover, capital gains tax, and, you know, you'll only be taxed on selling your CDI at that time. But there will be no franking credits on dividends, so... I have another question from Maria Vazquez: "Mr. Chairman, as per your last statement, the shareholders will be equally exposed to gold and copper with Newmont as they would be with Newcrest, but at a higher basis. Which of the board members will be exposed to the Newcrest board?" Which might mean Newmont. "The market understands two Newcrest directors will become Newmont directors. Would you consider these directors independent when recommending a yes for the transaction? Well, they are independent because they don't know who they are. So, yes, I mean, I don't think there's any doubt that everyone's looked at all of the information and looked at the scheme booklet, and we've all come to the unanimous conclusion that it's in the best interest of shareholders. And I can assure you that nobody is voting for it because they think they want to become a Newmont director. Newmont has... sorry, a question from Shahira Ali: "Newmont has elected to list CDIs instead of shares on the ASX. Is it because it would be a temporary listing to manage transition? Well, we did talk about this a bit earlier. And they don't have a listing in Australia, so they don't have the ability to give us Newmont shares. They have to do CDIs. As to how long that goes, we talked earlier on about how, you know, there's no doubt that liquidity declines over time. How long that is, we don't know. But it's not gonna be weeks or months. It'll be years, I think. Preface that one by saying I can't really answer that, but the history would show that it takes a while. I have no further questions on the online platform. Okay. So I think the only other choice is for any questions on telephone. I'm not sure who is doing that. We have a moderator taking phone calls. Do we have any questions? There are no phone questions at this time. Okay, if there's no more further questions, I'll now refer you to the screen that has details of the proxy position and direct proxy votes, and direct votes as at proxy close for the resolution. All open proxies given to the chairman will be voted by me in favor of the resolution. As you can see, the proxies and direct votes are strongly in favor of the resolution. If you've not yet submitted your votes, I ask that you now submit your votes. For those in the room today, please make sure you place your completed voting card in one of the ballot boxes located at the exits of the auditorium as you leave or hand it to an attendant. Voting on the poll will close five minutes from the conclusion of the meeting, and the results of the poll will be announced on the Australian Securities Exchange, the PNGX Exchange Market, and SEDAR, as well as on the company's website as soon as they're finalized. Finally, I'd like to thank the entire Newcrest team for building a world-class metals business, which will form a key part of the merged group. On behalf of the Newcrest directors, I'd also like to take this opportunity to thank our shareholders for your support of Newcrest. We believe our shareholders can look forward to an exciting future as Newmont shareholders. And as there is no further business, I'll now close the meeting, subject to the finalization of the poll. Thank you for your participation today.
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