Hello, everybody. And welcome to the Convention Center. I, in my wisdom, went over to the stadium this morning as opposed to coming to the Convention Center because I'm used to doing AGMs in the Margaret—whatever—William Margery room over there. I was promptly over there on time, early for everything, sitting there, "Where's this happening?" and realized that the Convention Center is the Convention Center, not the Oval. Good to see you. I suspect there might be at least one other numbnod like me over there, but good to see you all here today. Thank you all for joining us. The time now is about 11:06, and I'd like to welcome everybody to the 9th Annual General Meeting of Duxton Water Limited. Everybody knows I hate reading from a script, and I like speaking impromptu. I like speaking off the cuff. However, just for governance, I do have to do the predetermined work, what's on the paper. After—because this is what we're going to release to the ASX, et cetera, et cetera—afterwards, I'm happy to answer any questions and be as animated and open as I possibly can. I'm going to now follow the script. Very well. Welcome to all of those in the room with us today and to those who have dialed in to the live stream. To those familiar faces in the room, which there's a whole bunch of you, it is a pleasure to be with you again and to host today's meeting on behalf of the board. This year, we are very fortunate to have the full board here with us today, including Dirk Wiedmann, one of our independent directors who's traveled all the way from Switzerland to be here with us. That is after a significant amount of change in his life. Just a quick piece of housekeeping, if you have not already, can I ask you please put your mobile phones on silent? To commence the proceedings, I would first like to introduce my fellow board members. We have Stephen Jordan, hands up. Brendan Rinaldi, hands up. Dr. Vivienne Brand, Mr. Dirk Wiedmann, and Mr. Mutton, and Caitlin Adams, who is up here in the front. Over to the Duxton Water team, I am going to ask to put their hands up as well. We have our two portfolio managers, Lockie Campbell, otherwise known as Tall Lockie, and Lockie Beech, otherwise known as Beechy. We are not going to call you Shorty. Or the Lockies, as we call them. For the remaining team members of the Water Investment team, we have Mercedes. Mercedes, hands up back here. We've got Harry, who actually does all the work. Harry, where are you? Way back there. And Caroline, who makes sure they actually do the work. She chases Harry to do the work that the other guys think they do. From our finance team, we've got Michael. Michael, hands up. Back in the middle. James. And Marcus, who I think is the same as Harry, who does all the work, except we've got Tony, who actually chases him and makes sure it's all done over here. I'd like to extend a sincere thank you to the board, the management team, for their dedication to hard work over the past 12 months. Your cumulative efforts have played a critical role in the continued success of our company. Now, I advise, in accordance with the company's constitutional quorum as present, in accordance with the Corporations Act, I advise that a notice of the annual general meeting was dispatched to all shareholders on the 30th of April, 2025. Accordingly, I declare the meeting properly constituted and open. Now, before I move on with today's agenda, I would like to take a brief moment to talk about some of the things we have achieved in the company over the past 10 years and to thank my fellow directors, past and present, for the work that they've done. D2O began as a concept during a brainstorming session on a rainy day in Adelaide Hills. In 2014, with Peter Mitchell, who's in the front row—you can put your hand up, Peter—who is in the room today, he was one of our first directors and came with me to ring the bell when we listed on the ASX. Most importantly, believed in the idea and helped push it to creation. He reluctantly agreed when we moved to create the first board and with some strong-arm tactics to join us, as did Stephen Jordan, our resident tax lawyer at Duxton. Dirk Wiedmann followed from Switzerland when we were looking for some insights and international perspectives. Later, with Peter's impetus, we reached out to Dennis Mutton for his deep wisdom and deep water, that is, upon intended experience, as he had helped set up the Murray-Darling plan at its inception. When Peter decided to leave the board, I reached out to Dr. Vivienne Brand, who joined us as she had continually impressed me with her intellect, insights, and pragmatism. As professor of corporate governance and with her time growing up in a community deeply dependent on water, I thought she would widen the breadth of the board, which she certainly has done, to our benefit. Lastly, and more recently, I asked Brendan Rinaldi to join us, as I've always tried to plan to be in a position where I could make myself redundant at the appropriate time. That time is starting now. I would like to thank all of them for putting up with me, for their contributions, insights, and wisdom. Sometimes they do not think I listen. I hear everything they say. It does not mean I agree with them. I can say that we all—I can say that they all share a strong moral compass and a deep attachment for doing the right thing. I look forward to the next phase of the board's journey. As the company's first portfolio manager and Chairman, I've had the honor of overseeing its journey from inception to where it stands today. Over the past 10 years, or eight and a half as a quoted company, we've worked tirelessly to build something meaningful, and I'm incredibly proud of what we've achieved. Since listing in 2016, we've grown the company's assets nearly tenfold and delivered a total portfolio returns of nearly 120%. Perhaps more importantly, we've created something unique, the only listed vehicle of its kind anywhere in the world. That's something that everyone involved in this journey can take pride in. I want to acknowledge the Duxton Capital team, particularly Will Brennan, James Shropoff, Lachlan Campbell, and Lachlan Beech, who played a central role in building the business directly and indirectly over the past years and delivering on our long-term objectives. They have all formed an important part of a larger ecosphere within Duxton and have been part of the fabric of the larger interlinked analysts and portfolio managers who work to deliver the fantastic results that I've just spoken about. That total team and the combined expertise has been instrumental in the company's success. It is with a bit of trepidation that we now will look to split that team up, but in doing so, I—we will make sure that the performance does not falter. In the next period, the next period will be important as the two Lockies start the migration into the company's new form, and I will commit to the teams within both Duxton and Duxton Water to deliver the best outcome for Duxton Water. Today marks my final day as Chair of Duxton Water Limited and is with mixed emotion. I am stepping down. That said, I cannot think of a more trustworthy successor than Brendan Rinaldi. Brendan has served on the board since 2022 and brings ethical leadership experience, industry insight, and a background in professional services and banking that will hold him in good stead to fill this role. He has great integrity and a moral compass that points true north. While I'll be stepping back from the role of Chair, my commitment to Duxton Water and its long-term success remains unchanged. I've not sold a single share in Duxton Water, and I remain one of the company's largest shareholders. I'll remain on the board as a non-executive director, and I will do everything I can to support the company and the team through the internalization process and into the next phase of its growth. Indeed, this is a bit of a dream come true for me as an old stockbroker to create and be part of a birth of what I hope will become an iconic Australian company. As part of the proposed internalization, Lockie Campbell and Lockie Beech will become the first direct employees of Duxton Water Limited from next week if the motion is carried. Peter, I am sorry. Our dream of a company with no employees comes to an end. That was the original thesis, was it would have no employees. I have full confidence that they will take what they learned from Duxton Capital and build something wonderful. In 2019, he has come up through the ranks to his current position as Senior Portfolio Manager. He is an amazingly understated young man with great dry wit and a great moral compass. These qualities will serve him well both in his professional career and in his new role as a new father. I think that wit is going to be very much needed with a young kid running around the house. Lachlan Campbell, or Tall Lockie, as he's known, joined us in 2017 as an accountant and has since progressed into the role of Senior Portfolio Manager within our investment team. He did not actually want to move into our investment team when I asked him in 2021, but I convinced him otherwise. I think he looks—I think now he looks back, and he hopefully realizes he made the right decision. The two of them are well placed to lead our company into its next phase. I, as one who knows them well and happy as a shareholder, trust them with what is an important financial investment for both me and my family. I'm sure they will move forward with the same discipline, focus, and long-term vision that has underpinned Duxton Capital and Duxton Water's success to date. That being said, the proposed internalization still needs to be approved by shareholders at today's meeting. Now, returning to the formal proceedings of today's meeting, we'll be following a structure similar to last year. I'll begin with an update on the company's full year 2024 performance. Lockie Beech will then provide a portfolio update, followed by Lockie Campbell, who will speak to performance year to date and provide an outlook for the year ahead. After that, Brendan Rinaldi, our upcoming independent chair, will provide an update on the company's operating structure and speak in more detail about the internalization proposal that was announced to the shareholders on the 4th of April. I will then address the more formal items of business before concluding with any shareholder questions. I kindly ask that you hold any questions until we reach the designated section of the meeting. When you register for today's meetings, you should have been given a blue, pink, or white attendee card. If you have not received the card, please go to the registration desk outside the meeting room and get one. Only those holding a blue or pink attendee card are entitled to speak or ask questions at today's meeting. If you received a blue card, this will be used for voting in the polls, which will be opened at the end of the meeting. Where a proxy vote has been given to the chairman without voting instructions, the chair intends to vote in favor of the resolution. The Corporations Act and the company's constitution empowers the chair to call for a poll on a resolution put to the general meeting today. I will call for a poll on each of the resolutions to be considered at this meeting. I refer you to the chairman's report and the company's annual report for the year ending 31 December 2024 and provide the following overview. One of our goals when we set up D2O in 2016 was to support the Australian irrigators by providing flexibility and certainty when it comes to water. This remains unchanged. Since forming the business in 2016, we've supported hundreds of growers across the country, and we continue to see strong demand for well-managed, well-structured water supply solutions. Building on last year's AGM, I want to return briefly to a few key things we discussed, namely the expected return to more normal weather conditions, the reemergence of government water buyback activity, and the potential operational upside if entitlement markets begin to stabilize. Over the past 12 months, we've seen those dynamics largely play out. I'll now move through some of the key points in relation to the company's 2024 financial statements. While the first half of 2024 was relatively subdued, driven by outgoing wet conditions and soft entitlement values, the second half of the year saw a meaningful improvement in performance. This is supported by firming entitlement markets and a series of accretive acquisitions. As a result, the company delivered a total portfolio return, including franked dividends, of 5.5% in the final six months of the year. These improved conditions also allowed us to deliver two fully franked dividends, totaling 7.3 cents per share for financial year 2024. While the full year portfolio return was 1.2%, that figure masks the underlying momentum we saw in the second half of the year. It has been pleasing to see this strong momentum continuing to 2025. In the four months to 30 April 2025, we have generated total portfolio NAV returns of 11.6%. This, in addition to the 5.5% we saw in the back half of 2024. Following several years of wetter than average conditions, we've seen a noticeable shift to climatic patterns over the past nine to 12 months. Dam storage levels across key irrigation zones have dropped materially to their lowest levels since 2020, and this has begun to influence both the allocations markets and leasing demand. Turning to the P&L, the company reported a net profit after tax of AUD 9.3 million for 2024, up from AUD 6.3 million in the prior year. This increase was primarily driven by improved yields on high security assets and capital gains from the sale of water entitlements during the year. Earnings per share rose to AUD 0.06, representing a 25% increase compared to the year prior. Included within the 2024 result was an AUD 422,000 impairment expense, contributing to a total of AUD 1.3 million in accumulated impairments held across the two entitlement zones. These impairments will reverse out at values in those of cost. This will have a positive impact on the company's P&L. At the same time, the company holds approximately AUD 63 million in unrealized capital gains across the broader portfolio. Under the current accounting standards, those gains are not reflected in the statutory accounts and cannot be used to offset the impairments recorded at 31st December 2024. Turning to the balance sheet, things look relatively comparable to the prior year. The company's NAV, from a fair value market perspective at December 31st, 2024, was AUD 1.54 per share. This represents an 8-cent decrease when compared to the previous year. The recent reduction in NAV can be largely attributed to the company paying AUD 0.073 per share in fully franked dividends during the year. This meant that the entitlement values traded relatively flat across 2024. This was supported by the Ricardo Entitlement Index, which recorded a gain of less than 1% in the year. Something to mention here is that the fact, from a fair market value perspective, the company held approximately AUD 4.4 million in unreleased water allocations at the end of 2024. These water allocations were sold down in early 2025 to support some irrigation programs, with the sale proceeds having been recognized in the financial year 2025 accounts. We continue to monitor the markets for well-priced opportunities that complement the existing portfolio. In relation to the capital management, our net debt ratio remained relatively stable for the year, ending at 31% compared with 29% the prior year. This remained well below the company's maximum debt ratio of 40%. Our effective cost of borrowings increased from 5.2% to 5.8% during the year, which can be attributed to a higher interest rate environment. While the company stands to benefit from the recent interest rate cuts announced in early 2025, earlier this month, we repaid AUD 108 million of our debt facility using proceeds from a recent sale of water entitlements to the Australian Government. The team will provide details of this transaction shortly, but as a result, our net debt ratio for leverage has reduced to approximately 3%, leaving the company with a recapitalized balance sheet and greater financial flexibility going forward. Our on-market share buyback program remains in place. Buying back shares at a discount to NAV has an accretive effect, supporting net asset value on a per-share basis. The company delivered on both of its dividend targets in financial year 2024, paying fully franked dividends totaling AUD 0.073 per share, up from AUD 0.069 in the previous year. We acknowledge that the operational performance in the first half of 2024 was impacted by subdued water markets. Despite this, our ability to generate capital gains from water entitlement portfolio has enabled us to maintain a stable dividend profile. While we aim to provide shareholders with a consistent and reliable dividend stream, the level and sustainability of future dividends will continue to be influenced by the prevailing market conditions. The board remains committed to monitoring the strategy and adjusting where appropriate. Including the most recent dividend paid in April 2025, Duxton Water has now paid 16 consecutive dividends and increasing dividends, with a total of AUD 0.487 per share returned to shareholders since November 2017. Each dividend has progressively increased over time, and the last 13 dividends have been fully franked. Providing a stable and consistent income stream has been a core focus for the company since listing. It is pleasing to see the intention reflected in our track record. This steady growth has translated into a 7% compound annual growth rate and dividends since inception, a result we are very, very proud of. With that in mind, I'll now hand over to Lockie Beech, who will provide an update on the portfolio. Mr. Beech. Thank you, Ed. For those of you who haven't attended one of our AGMs, my name is Lockie Beech. Today, I'm going to cover off on the portfolio performance, portfolio diversification, and provide you with an update on our lease portfolio. Following this, I'll hand over to my colleague, Lockie Campbell, who will provide an outlook for the business going forwards. During the year, we have focused on strategic transactions that have granted us an ability to rebalance our portfolio. In doing so, we have unlocked value for shareholders through acquiring assets at below fair market value and selling them at above fair market value. These actions have enhanced our flexibility of our portfolio, allowing us to better position our water assets for future years without compromising value for shareholders or returns. Of note was AUD 19 million of acquisitions we recorded towards the end of 2024. We acquired these assets at a significant discount to fair market value, which resulted in an instant uplift in our valuations. These acquisitions add further flexibility and diversity into our portfolio. In addition to these recent acquisitions, during 2024, we also completed a sale of AUD 25.2 million in water entitlements, as announced in the first half. This transaction generated a significant profit, contributing meaningfully to our strong FY 2024 performance. Over the course of 2024, we saw a notable increase in yields, which has recently flowed through to our improved valuations across parts of the company's high security asset portfolio. This uplift became particularly evident towards the end of the year as dry conditions persisted across much of the Murray-Darling Basin and the government commenced its voluntary water buyback program. These factors placed a renewed focus on water security and drove increased demand for high-quality entitlements. At the same time, general security entitlements have remained relatively strong, and pleasingly, as asset values in this category have held up remarkably well despite the tougher climatic backdrop. This continued resilience highlights the strength of our portfolio and positions us well as we move into the next water year. As I've mentioned in the past, a key pillar for our strategy is diversification, both within our portfolio of water entitlements and within our portfolio of water leases. The Duxton Water portfolio has been assembled in a strategic and targeted manner. The composition allows for a dynamic approach when it comes to delivering on our lease obligations, as well as being able to maximize our return from our deployed capital. We maintain a strategic mix of leased and unleased assets and held 19 different entitlement types at year-end, spanning multiple regions, states, and river valleys. The diverse exposure allows us to draw on the full portfolio to meet on our commitments to our less-seasoned customers, regardless of how any individual market is performing at any given time. The level of flexibility granted to the portfolio as a result of our active management strategy. To summarize this slide, the key takeaway in terms of our diversification strategy are diversification is paramount, scale is key, and having strong relationships with our less-seasoned customers and other market intermediaries, such as water brokers, is critical to our strategy going forwards. The company remained relatively stable at AUD 7 million in 2024, AUD 1 million down compared to 2023. Our lease percentage at the end of the year was 37%, down from 60% the year prior. While this represents a lower leasing percentage than we traditionally target, it was a result of a deliberate and strategic decision. Rather than locking in long-term leases at lower yields simply to boost our headline leasing percentage, we chose to remain flexible. Instead, we have made greater use of other market products, including forward allocation contracts and spot allocation sales, which have allowed us to generate income and maintain optionality. At the same time, we have realized opportunistic gains for entitlement transactions, as mentioned earlier. This lower lease percentage gives us a great deal of capacity and flexibility as we move into the next season. We are seeing a strong demand for leases on the back of recent dry conditions, lower dam storages, and stronger allocation prices when compared to a couple of years ago. As Ed mentioned earlier, water security is at the forefront of every irrigator's mind, which we've seen lease rates moving back towards that 5% mark of late. As demand for leases improves, we will look to continue to increase our lease percentage back to our long-term goal of 70%-80%. We continue to work closely with and support our irrigator partners underground, and it's pleasing to see that a couple of our current less-seasoned customers have proactively reached out to secure additional leases, either as their existing contracts come to an end or their water requirements increase. On the 6th of March 2025, we announced the execution of the largest transaction in the company's history. This was an AUD 121.3 million sale of water entitlements to the Australian Government. This deal was done at a premium to fair market value and has enabled us to rebalance the portfolio all while contributing to environmental river flows. The government has set a target of recovering 450,000 megalitres of water entitlements by the end of 2027. This transaction has now settled, and the premium received was reflected in our March monthly NAV update. Proceeds from the sale were used to settle several delayed settlement acquisitions, as well as reduce the company's drawn debt by AUD 108 million. This has reduced our loan-to-value ratio from 31% at 31 December to 3% at 30 April. This represents a major milestone as it provides great balance sheet flexibility and materially lowers our annual interest expense. Importantly, it significantly reduces the negative currently held in the portfolio. I'll now hand over to Lockie Campbell. Thank you. Thanks, Lockie, and thank you to everyone for being here today and for those who are listening on our webcast from wherever you are. My name is Lockie Campbell, and it is great to be standing before you again at Duxton Water's annual general meeting. Today, I'll share some insights into our performance over the last few months and offer a perspective on how we see the market as of today. We've had an exceptionally strong start to the year. In fact, it marks our second strongest start since inception. So far this year, we've delivered a total NAV return of 11.6% in the last four months. This result has largely been driven by three key factors: the AUD 121 million sale that Lockie just mentioned, improving yields on our high security assets, and a broader uplift in market water entitlement valuations. That being said, what's been particularly encouraging to see has been the market's response to our recent ASX announcements, both the government entitlement sale and the proposed internalization. Since early March, when the government transaction was announced, our share price has increased by 19%, and that's on top of the dividend that we paid during this period. As a result of this recent uplift in share price, our trading discount to NAV has narrowed from 17% at the end of February to just 7% at the end of April. Understanding dam storage levels is critical for our business, as they represent one of the single most important supply-side factors that influences water availability for agriculture. Over the past century, the Australian government has invested billions of dollars into physical water infrastructure. It is this infrastructure, particularly the major dams and reservoirs, that allow the controlled release of water throughout the year, enabling consistent irrigation for farmers across an entire season. Essentially, rainfall and snowmelt is captured and stored into these dams to be released as needed. When we refer to dam storages, say 50%, 60%, 70%, or 80%, we're talking about how much physical water is actually being held within these dams at any one time. When storage levels are low, there's simply less water in the system available for agriculture, and typically this results in higher allocation prices. Conversely, when storages are high, the market generally sees greater supply and therefore allocation prices become lower. What's important to note on this slide here is that at the end of April, the major dam storages in the southern Murray-Darling Basin were at their lowest levels since 2020. We'll be watching the upcoming winter inflows closely as they will be a key indicator of how water allocation prices track into summer later this year. Following on from that quickly, I'll touch on inflows into these storages and how things are tracking so far this year against a couple of years prior. To interpret this chart, the best place to start is the dotted line, which looks at the long-term average of the daily inflows into these storages. This is measured in gigalitres per day. The yellow line represents daily inflows during the 2022-2023 water year, a period marked by significant flooding and extreme wet conditions. For context, inflows of this magnitude have only occurred three times since 1950, so this is an exceptionally abnormal year. The blue line in the middle represents the 2023-2024 water year, which you can see closely tracks the long-term average, which is reflective of a more typical seasonal pattern. The green line, however, which is a little difficult to see, but it is blown up for you there, represents inflows for the current water year and clearly shows a significant deviation below the historical average, particularly over the winter of 2024, where we failed to record anywhere near the typical winter inflows. We believe this decline in inflows is a key reason why major dam storages are at their lowest levels of the past five years. As we look to the months ahead, winter rainfall will likely have a significant impact on these dam storages, and by extension, these dam storages will likely influence allocation determinations and prices for next season. Over the past 10 years, we've seen allocation prices trade at over AUD 1,000 a megalitre in some zones in 2019 and as low as AUD 5 per megalitre in 2022 and 2023. Historical data indicates a clear correlation between dry periods and elevated spot prices, while wet periods generally result in lower prices. Allocation prices have increased considerably since the start of this year, from the 1st of January, as these persistent dry conditions, coupled with a reduced supply, have caused irrigators to enter the market. Allocation prices are currently trading at about AUD 300 per megalitre in the Lower Murray or AUD 200 in the Upper Murray, but there is some degree of variability in this as we have the Goulburn and Murrumbidgee trading at about AUD 170 and AUD 250, respectively. That being said, these are the highest allocation prices that the market has seen since 2020. We believe that recent higher allocation prices have resulted in more irrigators looking for long-term leases, as Ed mentioned earlier on, as they look for water security for the years ahead to hedge against dry conditions and higher spot prices should they eventuate. We have continued to be active in the market where we've seen value as we manage our lease percentage against our allocation holdings, against our forward contracts. Our strategy over the last year has been to sell the majority of our unleased allocation holdings to support summer irrigation plans, which we have been successful in doing. Now, I won't dwell on this slide for too long, but I think it's important to occasionally step back and reflect on how this asset class has performed over time. If we set aside for a moment short to medium-term influences, things like interest rate cycles, weather volatility, dam storages, and broader equity market movements, and return to the fundamentals of investing in Australian water entitlements, we believe the long-term investment thesis remains incredibly strong. Australian water entitlements are an uncorrelated asset class that has delivered strong long-term performance with an annual compound growth rate of approximately 7% since 2007 or 9% since 2016. We believe the underlying drivers of this performance remain firmly in place, and that is that water is a scarce and finite resource. Supply has been progressively reduced through government buybacks, while demand has continued to increase, particularly from permanent crop growers who require long-term water security. We believe the structural imbalance has supported the asset class over the last 10 years to underpin our long and continues to underpin our long-term investment thesis. The BOM's rainfall outlook for the next three months from June to August suggests a median rainfall is likely for most parts of the southern Murray-Darling Basin, while some regions are expected to receive below-average rainfall. The Bureau of Meteorology is also forecasting very high chances of temperatures exceeding median maximum for the next three months. From a weather driver outlook, the ENSO, which indicates La Niña or El Niño, is neutral, and the BOM expects most international models expect ENSO to remain neutral until at least October 2025. Further to this, the Indian Ocean Dipole is neutral, but a negative IOD is possible in late winter to early spring. Aside from the medium-term weather outlook, it's important that we stick to what we know about the current set of circumstances, and they are that we've had significantly drier than average conditions in many key agricultural regions over the last 12- 18 months. Our dam storage is significantly lower than previous years, and inflows are well below average, and we have a relatively average rainfall outlook for the next three months. Now, before I hand over to Brendan, I'd like just to say a couple of words on behalf of Lockie and I as the incoming management team should the internalization be approved by shareholders at today's meeting. We are excited for what this transition means for the future of D2O. Becoming direct employees of the company is more than just a structural change. It's a reaffirmation of our long-term commitment to this company and to our shareholders. We believe that directly embedding senior management in the company strategically positions us and the company for future growth, and we'd like to reiterate that with continuity in the senior management team, we are well positioned to deliver a smooth transition, continue meeting our strategic objectives, and creating long-term value for our shareholders well beyond the transitional period. We look forward to continuing our work with the board, our team, and our shareholders as we enter this next phase of the company's life cycle. Over to you, Brendan. Thank you. Thank you to Lockie. Thanks, Beechy, and thanks, Ed, as well. Thank you to everyone in the room and online joining us today. Good morning. My name's Brendan Rinaldi, and I've had the pleasure of serving on the board as an independent director since 2022 and look forward to taking over as chairman from Ed as of next week. The internalization proposal is a result of a comprehensive review undertaken by the company's independent board directors over the past 12 months. That's Dirk, Vivienne, Dennis, and myself. The review was led by the independent directors with myself as chair of this committee and involved structured evaluation of Duxton Water's operating model ahead of the scheduled expiry of the investment management agreement in July 2026. This review involved benchmarking the company's performance since inception against its peers and the stated objectives, comparing Duxton Water's fee structure and other listed entities in similar asset classes, and engaging directly with several key shareholders, stock brokers, external advisors, including an investment bank, to better understand market expectations and shareholder priorities, considering the current and future strategic direction of the company. One of the clear themes from these conversations was that shareholders supported a move towards internal management. There was a consistent view that internalisation would provide improved alignment between management and shareholders, strengthen governance structures, and reduce operating costs as the company continues to grow. Following this extensive process, the independent directors formed the view that internalising the company's management functions was in the best interest of the company and its shareholders on the whole. This view was further supported by analysis undertaken by KordaMentha, who was appointed as our independent advisor, and BDO, who was engaged by the company as our independent expert. BDO opined that in the absence of a superior scenario, the proposed transaction represented by resolution five in today's meeting is fair and reasonable to non-associated shareholders. Accordingly, following negotiations with the investment manager, the independent directors are pleased to present the proposed internalization to terminate the investment management agreement with Duxton Capital Australia effective 1 June 2025, to enter into a transitional services agreement with Duxton Capital to provide continuity of operations across investment, finance, compliance, HR, and key operating systems during this transitional period, to appoint Lachlan Campbell and Lachlan Beech to Duxton Water Limited as the senior management team effective 1 June 2025, and remove the company's need to pay uncapped management and performance fees. This is a structural change, not a personnel change. The same individuals who delivered the company's investment performance since 2021 will remain in place. In parallel, I will take on the role of independent chair from 1 June to oversee our transition to an internalised structure. The rationale for internalising the company's management functions has become very clear as we've been through this process, but it is largely centred around the operational maturity of the business and broader market expectations. Duxton Water has now reached a scale where it has the internal capacity and leadership to operate independently. The board considers this transition to be a natural evolution, moving from a structure that was fit for purpose at IPO to one that is now appropriate for a business of this size and complexity. The internalised model improves governance by providing the board with direct oversight of management performance, strategic execution, and succession planning. It also enables the development of tailored remuneration structures designed to support long-term value creation and better align management incentives with shareholder outcomes. In addition to this, internalisation removes the need to seek shareholder approval for renewal of the investment management agreement every five years. This provides greater structural certainty for both shareholders and the company. A further benefit of the transaction is the anticipated reduction in operating costs over time. As the company continues to grow, the removal of a NAV-based management and performance fee is expected to enhance cost efficiency and support greater operating leverage. While the external model has certainly delivered strong results and provided valuable access to the broader Duxton Capital platform during the company's formative years, the board considers an internalised structure to be better suited to the company as we move into our next phase. Now, to ensure a smooth and orderly transition, the company has entered into a transitional services agreement with Duxton Capital effective from 1 June 2025. The TSA provides continuity of key functions, including investment management support, finance, accounting, compliance, legal, HR, and access to the core systems and IP that DCA owns, but also for the portfolio management team to use that the portfolio management team uses to run the Duxton portfolio on a day-to-day basis. The TSA is for a period of up to 18 months, and the company expects to complete its transition within this timeframe. During the transitional period, Duxton Capital will continue to provide services on terms broadly consistent with the current investment management agreement. The fee payable to DCA under the TSA is AUD 230,000 per month, which is approximately equivalent to the existing monthly management and administrative fees paid to Duxton Capital under the current arrangement. This means the company will continue to maintain a similar operating cost profile through the transition period. Duxton Capital will provide continued access to key systems, processes, release existing employment strains to allow Lockie Campbell and Lockie Beech to operate without restriction, support the transition of staff, and facilitate the orderly transfer of intellectual property. The agreement includes a mechanism to incentivize early completion of the internalization while also reducing execution risk by retaining access to existing operating platforms during the handover. At this stage, the company does not anticipate hiring any additional staff until closer to the end of the TSA period, which allows for a controlled phased approach to internal resourcing and management of costs. In summary, this agreement reduces execution risks and allows the company to progressively build out its internal capability while ensuring there is no interruption to day-to-day operations and ultimately no impacts to performance. I will not go into too much detail on this slide, as I have already outlined the 12-month review process and structured approach by the independent directors in preparation for the upcoming IMA renewal. The key point to reinforce here is that this transaction has been designed with the assistance of several independent advisors, with the view of removing any bias and deliberately structured to minimize execution risk. Internalization is only worthwhile if it delivers strong operational performance during and after the transition. With that in mind, the focus has been on ensuring continuity in the senior management team, which is Lachlan Campbell and Lachlan Beech, maintaining access to Duxton Capital's systems and personnel during the transition period, and agreeing on a level of consideration for these services that has been assessed by an independent expert as both fair and reasonable. While there was no legal requirement to engage an independent expert, the independent directors felt it was considered best practice and important, subject to the proposed transaction, to an appropriate level of independent oversight and scrutiny before putting it forward to your shareholders. To summarise, this proposal represents a significant structural shift for the company, one that reflects its operational maturity. It aligns with our broader shareholder and market expectations around governance and internal capability and affirms the board's confidence in Lockie Campbell and Lockie Beech to continue leading the business into its next phase. It is the outcome of a very comprehensive and independent review process supported by a range of external advisors and shaped by engagement with key stakeholders who we wish to thank for their time in being part of this process and their valuable feedback, some who are in the room today. Thank you. To recap, we expect the internalization to improve governance by giving the board direct oversight of its operations and management, enable greater flexibility in remuneration structures and talent retention, and provide cost savings by moving to a fixed cost-based operating structure while removing uncapped performance fees linked to our NAV. The way we have structured these transactions means that we have continuity with no change in senior management team, which provides for an orderly handover through a well-defined transitional services agreement with Duxton Capital. The independent directors consider the transition to be in the best interest of the shareholders and recommend voting in favor of resolution five. I'll now hand back over to Ed, who will cover off the items of business. Thank you, everyone. Thank you, Brendan. I now table the notice of meeting, which is made available to all shareholders on the 30th of April 2025. If there's no objection, I propose the notice of meeting be taken as read. I advise that no notice of any other item for today's agenda has been received and therefore declare only the matters for our meeting today that can be dealt with are those set out in the notice of meeting. We will open the poll after all items in the notice of meeting have been introduced and discussed. I will then ask all shareholders holding a blue card to vote on their attendee cards, which will be collected by the poll when the poll closes. I'll conduct the meeting by referring to the resolution in the PowerPoint presentation sort of to the side of me. Should any member have a question with regard to any of the motions being considered, there'll be an opportunity to ask the question prior to voting on each resolution. I now refer to those matters set out in the notice of meeting. I should also note that I'm going to read the first one in full, and then we'll move through the others in short form. Slide 32, please. We got it up. The first item of business today is to receive and consider the financial report, director's report, independent auditor's report for the financial period ending 31st December 2024. I wish to advise that the copy of the company's most recent annual financial report was lodged with ASX on the 27th of February 2025 and sent to those shareholders who requested a hard copy. A copy of the report is also available for download from the company's website. Please note that Mr. Justin Humphrey from Grant Thornton, the company's auditor, is also present today. If you have any questions for him, Justin, you want to put your hand up? We are not required to formally adopt these reports. However, I invite any discussion or questions in relation to the company's annual financial statements. Do we have any questions for Justin? Yes. Please. Charlie. Thank you. Charlie Kingston from K Capital. Can I—so do you want—because I suppose it's relevant to all the questions and the items and the financials, etc. But I would just like to make some comments, firstly, context, and then I'll get to my questions, please. But if we look at Duxton Water, we floated at AUD 1.10, I believe, in 2016. Yes, we paid some dividends along the period, but today at AUD 1.50 hasn't been the greatest of returns. Decent return, certainly better than—were there be ducks in farms? The beach to the ASX. Sorry? The beach to the ASX when you put your dividends back in. But Ed, you said today that the fund itself has grown 10 times. Clearly, a lot of the benefits of that growth have actually gone to the manager since inception, the manager administration, management fees, performance fees. Duxton has been paid. Charlie, do you want to ask a question rather than making a statement, please? No, no. Per the Corporations Act, we are allowed to make comments and then ask a question. I appreciate if you'd allow me that. Since inception, there has been AUD 26 million extracted by Duxton. I appreciate there have been some costs associated with that, but AUD 10 million alone in performance fees. The assets have grown 10 times. A lot of that benefit has gone to Duxton, the manager. The reason why I'm saying that is because today we're being asked to approve an internalization whereby there are going to be further performance-related fees, AUD 3 million performance shares, AUD 4.5 million worth, if you take the share price, not the NTA. There's going to be a transitional services arrangement, another AUD 4 million or thereabouts, which, as you said, that sort of makes sense given that's equivalent to the asset management fees that we would be paying, but also a termination fee because we're terminating this agreement early or being asked to. The independent expert's report that has been put forward compares two scenarios. It compares one doing nothing and just, you know, it's a bit strange. They've done DCF in terms of what it's going to cost shareholders going forward. Then it's compared to what is being proposed today. Two scenarios, but I really struggle to understand why they have not compared another scenario in which we just wait 12 months, put this same vote forward. We would then avoid the termination fee for whatever it is, AUD 3 million. We potentially would not have to pay AUD 3 million in performance shares. There may or may not be a transitional agreement. I would have thought the independent directors, if they knew this was coming, they have got 12 months until the tenure agreement ceases. That is surely more than enough time to put in place what we need to continue as an internal company. I suppose it is specific to the accounts, but I really do just struggle. Firstly, I feel like that independent expert's report is inadequate. It has not compared to a third scenario, which I would think is most favorable to shareholders, in which let's have this vote in 12 months' time, avoid diluting it to about 7% or 7 cents per share. In terms of our NAV, roughly AUD 12 million worth, which is going to be going to Duxton, which would not be payable if we just wait 12 months. That is, I suppose, my context and comments, but specific to the accounts here, maybe given that independent expert report, I thought I would raise it at this item. Any question? Maybe for you, Ed, why did we not wait 12 months and just have this same vote then? Why did the independent expert report not show that scenario in which it is clearly the relevant one? Charlie, we will ask Brendan to answer that, but I am just going to go back as a very bright, articulate, and clever young man. If you actually do your maths and say that the rough cost to run the company was AUD 2.3 million-AUD 2.4 million minimum, go back to your numbers, there is not a lot that Duxton Capital made out of this. Okay? Just going back to your original number of what Duxton took out of it. Sounds like a big number when you talk about 10 years' work, but when you then say, "Oh my gosh, AUD 2.3 million over AUD 10 million?" Brendan, would you answer the question, please? Performance fees, though, AUD 10 million, you are ignoring that one, but thanks for that. That is included in that number. Yeah, I am happy to answer that. And thanks for the question, Charlie. I appreciate we have not spoken much prior to this, and we have been around a lot of shareholders to explain our process, which was thorough. I appreciate some investors, well, all investors have only had four weeks to digest this. We have had a 12-month process and through most of that have met weekly and considered every scenario. We have also used a number of independent directors, sorry, independent advisors for the independent directors specifically. It is an independent director-run process. Those independent advisors carry zero bias. We appreciate there is some bias on potentially our view, DCA's view, shareholders' view, but we have used independent people to support us, not just quartermentally, but we have also had BDO, we have had a stock-broking firm, an investment bank, and we have had several law firms as well. We are confident in our process. The reason for doing it now is because we wanted certainty. If we roll this out to 2026, that provides us with at least 12 months of uncertainty for the market and for our shareholders and what should be quite a good trading period for the company, given we've come off four years of relatively wet and going into a dry period. You would have heard from the guys' report, in the last 12 months, the business has grown, it's now by about 17%. We are on that trajectory of growth. There is every possibility of paying a performance fee going forward. It's not a given, but it's a possibility. There's also a real possibility that if we go to a termination event next year, then we have to look at the full 10-year performance, which shareholders aren't unhappy with. They do like the dividends. They do like the performance of the company. There's no guarantee that shareholders will vote for a termination. However, the work we've done clearly shows that there's a shareholder preference to internalise. If we don't internalise, then we continue to roll an investment manager for another five years, which does provide external management fees, performance fees, and the like. We had three options, effectively. We had one, internalise the company with a cooperative DCA in place and a smooth transition. And/or the second option under option one was try to internalise at the cheapest and most brutal cost with no cooperation and try and do that ourselves, which we think that's a high-risk approach and risk that we can't quantify. The second approach is to run it through to termination and do an RFP process and get Duxton Capital to re-tender for the management agreement or get external parties to tender as well. Based on the feedback that we should internalise the business to align costs and governance, we thought that's not an option because our shareholders would prefer to internalise. The third option is to do nothing and just go, "Well, performance is good. Fees are better than market." You know what? What's the reason for change? We don't need a change. We'll just recommend that we roll the agreement. We didn't think that was an appropriate path either. Using the independent advice that we had, what's a fair and reasonable number? The impact on NAV is about AUD 0.045 cents, which in our view, as well as with the independent advice, was satisfactory. After we still had the independent advice by KordaMentha and our other advisors, we said, and we did not have to, but as independent directors, we said, "Our condition precedent on this would be that we would engage an independent expert as another set of eyes to look at the two most likely options, which was continue under externalized management or internalize the business." That is the only option we are willing to take because we are not willing to put the company at risk by having a non-cooperative transitional period. Thank you. A few follow-up comments. AUD 0.045. We have got a question over here, Charlie. Can I ask a follow-up now, or do you want me to wait? No, go for it, Charlie. AUD 0.045, to be clear, that is excluding the transitional payments. Is that right? Yes. Yeah, which is a real cost. I am not sure why we are excluding those. Because, Charlie, under the transition, we do not pay for any of those costs. We pay for the two Lockies, and we have factored that into our calculations as well. DCA is still paying for rent, still paying for the other services that Duxton Capital provide, HR, legal, finance, all that sort of thing. We are still a commercial company. Anyway, the key thing that you have said is, one, you have had independent advice, and we are paying these people, and very rare do they actually come out and say it is not fair and reasonable or whatever it may be. That is just a comment. It sounds like what we are saying is, Ed, who is majority owner of Duxton, would not be cooperative had we waited 12 months and had this vote then, in which 3 million shares, AUD 4.5 million would not—well, we can say for sure that the termination fee would not be payable if we had this vote in 12 months' time. That is 3 million bucks we would save. We know that for sure. I do not even know where the performance shares come from because at the moment, yes, we are AUD 3 million ahead on a high watermark, but whatever the performance fee on that, 8%-12% of the outperformance, it is immaterial relative to the AUD 4.5 million of value we are giving away today. What you're saying may be, Ed, given you started this company, would you not be cooperative to have this vote in 12 months' time if you were not able to receive the termination fee today and you were not able to receive the AUD 4.5 million worth of value in performance shares, even though they just seem like a free gift, in my opinion? Charlie, my instincts were to continue to manage the company to AUD 500 million or AUD 600 million and then do this. That is what my instincts were. I have listened very hard to what my independents have proposed. I have tried to be fair, and I am trying to be as constructive as I can after 10 years of working on the project. Please do not underestimate the effort that has gone into this and the fact it was subsidized in the first years. Do you have any other questions on that? Otherwise, we have a question here and a question in front. Yes, please. Justin. My name's Greg O'Connell. I represent the Australian Shareholders' Association, and I'm voting 412,000-odd open proxies today. My question follows on. Let me first say I truly do appreciate the independent expert's report. There's a lot of information in there. It spells out the deal in a lot of detail, and it's incredibly helpful to have that. My question is sort of similar to Charlie's, in that my question relates to the arrangement as made when the independent experts looked at this. They rated it as fair and reasonable in the absence of other offers. My question really comes down to the offer negotiated between Duxton Water and the investment manager. Two aspects of that. One is the size of the payer, which a previous question has alluded to, as to what the negotiation involved and why it led to such a level of payer, and particularly the performance shares, I guess, are the interesting large component of that, and whether there was some option for arguing that down to get a lesser payout price. The second thing is that the transition arrangement covers an 18-month period. My question relates to the other aspect of that transition services agreement, which is, do you see that that 18 months is a sufficient long-term timeframe to keep the interests of Duxton Water and Duxton Capital aligned, given that Duxton Capital has access to farms, farming areas, and market intelligence on how water is utilised, or whether, in fact, that it could have been longer for the benefit of Duxton Water? The two questions, the size of the deal and then the timeframe that's envisaged in constructing it. Can I? Yep. Okay. I'll answer the second part, and now let's let Brendan do the first part. Do you want to go, or do you want me to go first? No, sure. I'll go for the first part. Thanks, Greg, for your question. I guess, again, like I said, we relied on a number of advisors in terms of the way we look at this. I guess they look at it as, in essence, we have to buy the management rights back off Duxton Capital under the assumption that there's a very high likelihood, based on performance and based on fees, that this could roll for another five years. What the independent experts looked at is, what is the cost to the company if that situation plays out based on average growth rates and the cost of doing so? If you look at the other side of the advice that we got in terms of what's a reasonable payment to make Duxton Capital to do such an exercise, the seven to nine examples that have shown as market precedents to us by the independent advisors showed a sum of around 3%-8% a thumb as a fee payable. We've been able to get this deal done at 2.6% of NAV, which we think is reasonable. It's at the low end or lower than the low end of the market that was given to us. That's how we've got to it. If you look at the figure on the whole of that 2.6%, it's then, well, how do we structure this to extract maximum benefit out of it for shareholders? That's why we've done a staged approach to make sure it's a smooth transition. We're actually buying all of the management, all of the IP, and it's a phased situation. The performance rights at the end were obviously given in shares for that alignment to make sure, well, during this period, DCA is incentivized to continue to make sure share price goes up because it's in their best interest during this period. We have structured it under the advice of the advisors, but also to make sure that shareholders get the maximum out of it and performance does not wane over this period because we have seen strong performance over the last 12 months, and we expect that to continue based on market factors. The one key bit of advice is internalization is good, providing the transition is successful. If you are internalizing and the transition is not successful and you blow up performance, that is the worst outcome. We are very focused on performance continuing as part of this process. I think for the second part of the question, the teams inside Duxton have all been very much interwoven and interlinked in that everybody gets a look at everything and that we try and make it a us, ours, we or a collective environment to share information. The transition is going to be phased. The two Lockies will be employees of Duxton Water, and they will have their own office space and be across, to a sense, a Chinese wall. All of the rest of the team will still be part of Duxton. The access to the nuts projects, the dried fruit projects, the vineyards projects, the apples projects, all those other, and the intel that comes through from that will clearly be there. What we are trying to do is make sure that in separation, we do not lose the communication because, as an interested shareholder, I want to see that continue because I believe that intelligence is incredibly important. We did not want it to go on ad infinitum, so it should not go on forever and ever and ever. For us, the idea was, let's start pulling the pieces out, but build a relationship where this information is still going back and forth. Me staying on the board as a director also is partially to make sure that if that intelligence is not getting across, I can shake the trees on both sides. I'm 62. I'm not going to be around forever. The flip side of that is that during this period, I'm clearly going to try and do everything I can to make sure that everybody keeps communicating and that the division isn't a division in knowledge and intellect. Those channels stay open in terms of discussing. Of course, there are going to be things that are proprietary to Duxton Water that they're not going to be able to talk about anymore. The goal is not to lose the intelligence on what's happening in the nut industry, who's buying what water, what's happening in terms of new plantings. That intel, which has helped drive our performance so we know what's coming down the line, stays and stays there. They'll still be embedded in our new, we're moving downtown to 2KW, and they'll be embedded in the 2KW office. The idea is to test it before we rip it, I guess, if that makes any sense. Thank you very much for those answers. The 2.6% number for the seven case studies, is that an independent expert's report somewhere that I can dig a little more on that? No, that was an independent report provided to the board. Yeah. Sorry. Thank you in that case for highlighting that. Just one other quick follow-up on one. A Lachlan Campbell spoke to the upside of the transition services arrangement with career development and challenges and excitement and passion for the two Lachlans. Could I just confirm that Lachlan Campbell's statement that he did refer to it as the two Lachlans being excited was representing the two Lachlans? Yes. Thank you very much for that. Thank you. Thank you, Greg. Peter. Thank you for the explanations. Hello. My name's Peter Michell. I was a director and an insider once. I'm not anymore. It's an interesting process you're going through. If I was the manager, I wouldn't want to go independent because I've just managed, what, four or five years of flat times with bad prices. And right now, I think, from what you've just explained, it makes eminent sense. And I think you're probably saving money for the shareholders, not for the other. I also was involved in the early negotiations with Ed in regard to the outsourced services. I certainly consider that he was slightly ripped off in the early days. I quite enjoyed doing that, in that it probably costs them more rather than less than to provide those services. I do not know what their costs are today. My view is that there are some risks going forward that you guys are going to have to manage. That is, in the shared services model, there was a whole lot more value that people really did not see. Not taking away from the Lockies at all, but it takes a group of people to make a team, not just one or two. I would be interested, from Brendan, to understand how you see it birthed out the other end. When we were talking about this business way, way back, it was never going to be a forever outsource. It was a birthing process. It is now a newborn adult rather than a teenager, I guess. I am interested in the cost structure and where you are looking at what it will be like when it is truly an adult and what that looks like and what things you might lose just because you have a director on board who did a lot of the early trading and decisions as well when you moved to this new one. What does that business look like as it has grown out past that transition point? I am very pleased you have a transition because to throw it up in the air and try to make it work day one would be insane. I also think that with the trajectory of potential price points and the high watermark that the manager has had nothing to do with for, what, three or four years, it's probably a sneaky opportunity to keep value in the pockets of the shareholders. I'm kind of, I'm not an insider here. I used to be. It makes sense to me. Except my question is, what does it look like and what are the cost structures? I would have thought going forward you're probably increasing the cost of the business past the manager because you don't get those economies of scale that you used to have. Yeah. Good question, Peter. Thanks for your perspective there. It's a good argument, and that's certainly one that Ed did mention, the redundancy within the team and the broader scope of having an investment manager behind you. I guess from our perspective, the other way you could look at it is that the two Lockies also worked on other portfolios within DCA. Now we get the two Lockies completely focused on water. That is a big tick for us and fully focused on what should be a good trading period going forward. I guess they've still got the relationships within Duxton Capital as well. I guess we have some ideas, and we've certainly got some cost structures we want to stick to. We know that in delivering this, we have to make sure it does work. We will build out a team. We do have that 18-month period, but we'll build out a team of perhaps four or five staff to start with and then some on contract basis. We've got a lot of work ahead of us. We've got a strategy day on Monday as well with our board, which coincides with our board meeting on Monday as well, where we will work through what does it look like from a management team perspective. And just even for us as a board, what does that look like? What does the management team look like? How are we going to run this efficiently and effectively? Yeah, we're confident. You got another question? Can I just have a? Yeah. Who's going to be boss? I believe there has to be a boss at some point. There does. That's what we're going to work through. That's the beauty of a transitional services agreement. I guess the guys, whilst coming over the company, still ultimately work we've still got Duxton Capital there in place for 18 months. Ed and Steve and the broader team will have huge involvement of that. As we sort of work towards adopting that model, like I said, we've got some ideas in mind, but it's got to be a little bit fluid to see what we need. There ultimately will be someone running the company. Obviously, we've retained the two Lockies for a reason, and they're a key part of that too. Can I just make a couple of comments related to what you've said, Peter? Duxton Water exists because of DCA and because of Ed. The structure is pretty special because the company has no employees. Where I 100% agree with you is there is always a transition risk. Things look always easy on paper. It is not that easy if you really have to do it. Duxton Water is a listed company. For the independent director, it was very important not to mess up. That is why we, A, decided for a transition period. B, that is why we said, "Okay, we want to continue to work with DCA and with Stephen and Ed." Now, where I disagree with you, Charlie, I think DCA was successful. There were always areas where you could do better. It was quite interesting for Brendan, Vivienne, and myself when we talked to banks, brokers, investors. We had a lot of feedback on areas where they would like to see improvements. That is something we will address. There is one area where we actually failed in the last eight and a half years. This is really to attract institutional investors. Our biggest investor is an asset manager. We failed to get institutional investors, and we failed to get international investors. Now, this might have something to do with the size of the company. Given all the discussions we had, I think it also has to do with the structure. This is the main reason why we actually want to internalise. It looks like for many investors, and I'm not saying for all, but for the bulk of the investors, it is very important that interests are 100% aligned. That's driving the internalisation decision. Charlie asked, "Why not waiting for 12 months?" Please believe me, this is something we really discussed internally. There are a couple of reasons why we said, "No, we would like to do it now." One reason I've just mentioned, that's the transition. It is easy to let something run out if you have something in place. Again, Duxton Water has zero employees. I can tell you, the independent directors, we worked a lot in the last 12 months, much, much more than we actually thought we have to. We are not underestimating how difficult it will be really to set up everything. That is one reason. The other one was also mentioned, and taking your numbers, I think in 2022, and actually, I wrote it down, between 2017 and 2019, we paid AUD 8 million in performance fees and in 2022, AUD 2.5 million. We talk about AUD 10.5 million. Your number is correct. The high watermark was reached at the end of April. The future is always uncertain. If we get into a dry period again, if we get into a drought, easily, there could be, again, significant performance fees, which then will be higher than what we pay. That is another reason. Let me give some international perspective to why now. If you look at what is going on on a global basis, there are a lot of changes. When you look at the investment situation, and I work as a CIO with a multi-family office in Switzerland, we talk to all of the major banks, the U.S. banks, but the Swiss private banks, UBSs. They all struggle with one thing. The old investment strategy that you have, whatever, 60% in equities and 40% in bonds, where the equity part is bringing the returns and the bond part is reducing the volatility. This strategy is working less and less, and this strategy is at risk. Why? Because the world is indebted. There is too much debt. Mathematically, it is close to impossible to reduce the debt in an honest way, meaning with growth and budget surpluses. Therefore, we might face a situation where bonds are not a stabilizer in a portfolio, but where bonds are actually increasing the risk. What does it have to do with Duxton Water? It's pretty easy. We are sitting on an asset, which is a real asset, which has no depreciation, where we actually can pay a return on an annual basis. This is something which theoretically should be in every portfolio of every institutional investor, in particular, pension schemes. The water asset has no significant correlation to equity risk. It is a stabilizer in any portfolio. We failed in the last 10 years to get this message through. The reason why we didn't want to wait until July next year and then having a transition period is because we think there are opportunities right now. To cut the story short, A, I think Duxton Capital can provide value going forward. They have a lot of contacts, and obviously, Ed disagrees with me, but I think we could not really materialize those contacts. I think it has something to do with the structure. There is a good chance that we actually can use those contacts in the future. One first reason. The second one is really the timing. I think institutional investors are looking for portfolio stabilizers right now, and we are extremely well positioned. There are very good reasons. Obviously, when we talk about numbers, I am a shareholder as well. I do not like, with all the respect to Ed and Stephen, I do not like to pay a lot of money to the asset manager. I think there are good reasons for it. Peter? Can I just ask another question from Dirk? Do you think that my biggest disappointment about this business has been the discounts and now not a positive to now pricing in the market? Did the independent directors have a consideration that this might actually change that? The future is uncertain, but I'm extremely optimistic. As I just said, I think we, so there was some criticism from investors. I think if we tackle all of those issues, if we go out and get the narrative right and talk to institutional investors, I think we are extremely well positioned. Okay. Charlie? Hi. My name is David Hall. I'm a shareholder. Just looking ahead four or five years down the track, if this goes through and the company thrives, what are the chances of us being taken over? I mean, I think the Ontario Teachers Pension Fund has sort of taken a lot of the really valuable assets, Offshore Net being one, away from Australia, and it is just reverted to private ownership. Have you put anything in place that would make that more difficult for them to do? At the moment, it would be relatively easy for somebody to take us over. There is no blocking majority shareholder, and there is nothing that would preclude somebody from making a bid. The closer we are to NAV or trading at a premium to it, the harder it gets. Right now, as we sit at a small discount to NAV, to launch a concerted effort to take over the company would not make a lot of financial sense if it is only to gain access to water. I do not see it currently at our current discount as a big risk. If we were to trade at a big discount again, then it could be a risk, yes. That is something that I am sure the board is happy to have a look at on Monday and think about what is appropriate and what is not. We certainly could take that away and think about it. We have seen the same thing. We have seen water disappearing into three or four big pockets. In the end, you as the shareholders, you have to vote. If there is a takeover effort and the shareholders think it is in their own interest, that is fine. If you think it is not in your interest and that the company is much better off to continue the way we now structure it, that is good. Charlie? Yes, just a few quick follow-ups. I will try and be succinct. A lot of the commentary just then was about the size of the fund and attracting new investors and alignment of interest, etc. To be honest, me personally, and I think most, all we really care about is per-share value today, not the size of the fund. We've previously raised money at a discount to our NTA, diluted shareholders to get more investors exposed. All the European investors and the global investors that want exposure to our fund, I'm not sure why that's like, "Great, we own the assets. Let them come. Let them beat up." Other water rights, all we care about is per-share value. That's more just a comment. Ed's comment wants to get this to AUD 500 million or AUD 600 million. I'm not sure why that's relevant. We own a great set of assets today. To give you credit, I totally agree with the thesis, and I think a lot of other people do. Clearly, the rights have performed well. My issue is how much of that upside is being diluted and given away to the manager. I would just say that I'm not sure. I would agree internalizing it might help the discount because therefore we retain more of that upside. Does that then enable us to grow? I'm not sure I follow that logic because we own good assets now. Had we just at IPO, I don't know how we've performed for years, but you've shown 9% for the last five. 9.6%. How have we gone against that in theory? You said you used board shares at IPO, that portfolio sat and done nothing. How would that have performed? Your net return if you bought at the IPO is about 9.4%. No, no, just not growing the fund because the assets have grown by 10 times, and the fees have gone up significantly. That benefit has gone predominantly to the manager. The shares have gone up. Can I respond? Yes. Thank you. One of the things that happens is as you have a bigger portfolio, you get more and more optionality, and you are able to do more and more interesting trades. The ability for the team to actually extract value from the market and flexibility and to do reasonable-sized deals goes up exponentially as you hit certain thresholds. My belief is given the size of the water market, somewhere around that AUD 500 million mark is where the portfolio really can sing, and that is where we will have our maximum utility as a manager. I can't do a big trade if I've only got AUD 60 million of assets or AUD 38 million of assets at a discount because no one's going to care about it. Because most of my, if I went AUD 38 million when we IPOed, which is what we were, no one would have come to us and said, "We want to do this at this discount to strike." Once you get critical mass, as you know from being in small caps, you can deal here when the market is there, and you can sell there when people want something you have, but you have to have a big enough portfolio. For myself and as a person who's a long student of the market, my guess is that AUD 500 million is about the mark where the utility of the manager and then the cost of the manager is going to start having some unbelievable efficiencies. I think that right now we're already at the beginning of a phenomenal sweet spot. It's gotten easier to trade. It's gotten easier to make money. It's gotten easier to be a good counterpart as we've moved into that AUD 200 million-AUD 300 million mark. As we get bigger, which I believe will add a huge creative value, that sweet spot grows. I can't speak beyond that because that's my observation from trading in the market and from having seen over the last couple of years how the market sits. There is a benefit to being bigger. Now, the flip side of that is every time we've diluted, there's been unbelievable discussions, and we've tried to make sure it's always available to every shareholder to participate, including myself. Can I just add? I think our obligation as directors is to do what's in the best interest of the company for the current and future strategy of the company and the shareholders on the whole. We need to look forward. We need to be forward-thinking in our approach as well. It's not just today. I think Dirk made a really good point on going into international hands. Water is security, and water is a valuable asset. We are a unique company. We are the only listed company where someone can invest solely in a water asset. To give all of Australia and our super funds the chance to invest in us would predict that we should grow. We need to consider the future. Maybe Charlie? Yes. I do not care about attracting Australian super like that. We have got the assets. Anyway, I take your point, but. Charlie, one more question. Do you have an attribution between trading and just holding? Anyway, the other quick follow-up was just Ed, you are a big shareholder, as you said, a significant portion of your portfolio. The commentary, whatever it was, you may not be as cooperative in 12 months' time, but you are staying on the board. We are still essentially getting your expertise. A lot of the logic in not waiting, and we have to do this now, otherwise DCA might not be cooperative. They might just leave us, and we will have no employees, no nothing. I just really struggle to believe that. Duxton's name is on this. Six months, you have to give six months' notice before a vote. Ed, you're a significant shareholder staying on the board. Do we really have to pay you AUD 3 million performance shares, a massive transition fee, a termination fee for you to be cooperative? Because is that because from what I'm hearing from the independents, that is the key issue. We're doing it now. You, DCA, are cooperative. Given your shareholding, given you've built this, if we waited, from your perspective, my guess would be you wouldn't even be able to vote in 12 months' time. I've heard otherwise. Can you confirm that? That seems to be the key issue. You've negotiated. No, but Charlie, that's not what we said. Don't pretend that the independent directors have exactly this view. I know, but you said if we had to wait, we run the risk of nothing set up. All this benefit of doing it early goes to Ed and DCA as opposed to minority shareholders or non-aligned shareholders. I just wanted to hear from Ed. In 12 months' time, if this vote was proposed, would you oppose this internalization and just have the company have no employees? I don't know what would happen then, but we own water rights. It's not like a property. We don't need to be in there managing it, but that's probably me being ignorant. I just struggle to accept that this is in the best interest of all shareholders doing it now. Okay. We We appreciate you have got a view and respect the fact that everybody has a view. We'll see in 12 months if this doesn't go through what we do. At the moment, we've come to this agreement. As Dirk and I have, as Dirk said, we didn't necessarily agree. I thought it should run longer. I thought it should run one more cycle, but I'm happy to work with people on things. So Charlie, that's my answer. If you've got another question, we can either vote, or if you want to pontificate, we'll give you one more, then we'll move on. That was all for now. Thank you. Thank you. Okay. I now move the motion to consider and if thought fit to pass with or without amendment, the resolution as shown on the screen as an ordinary resolution. Please note the key management personnel of the company, including directors and their closely related parties, are excluded from voting on this resolution as set out in the notice of meeting. Also, in accordance with Section 250(r)(3) of the Corporations Act, this resolution is advisory only and does not bind the directors of the company. The slide behind me shows the details of the votes received by proxy. The directors unanimously recommend that the shareholders vote in favor of adopting the remuneration report. For any open proxy where the chair is nominated as a proxy, these votes will be cast in favor of the resolution. I now invite discussion on the motion. Okay. Voting on this resolution will be held over until the conclusion of the final item of business to allow the poll to be conducted. Resolution 2. The re-election of Director Mr. Dennis Mutton. More background can be found in the explanatory. I now move the motion to consider, and if thought fit to pass with or without amendment, the resolution as set out on the screen as an ordinary resolution. The slide behind me shows the details of the votes received by proxy. Each of the directors, other than Dennis, who abstains, recommends the shareholders vote in favor of the resolution. For open proxy votes, where the chair is nominated as a proxy, these votes will be cast in favor of the resolution. I now invite discussion of the resolution. Voting on this resolution will be held over until the conclusion of the final item of business to allow the polls to be conducted. Resolution 3, the election of Brendan Rinaldi. I now move Resolution 3, the re-election of Director Mr. Brendan Rinaldi. Again, more background can be found in the explanatory notes. I now move the motion to consider, and if thought fit to pass with or without amendment, the resolution as shown on the screen as an ordinary resolution. The slide behind me shows the details of the votes received by proxy. Each of the directors, other than Brendan, who abstains, recommends the shareholder vote in favor of the resolution. Please. Is the open unusable view so high of the votes? On both of them. The open unusable view is one. Those are my votes. I can vote on that, and I have not yet voted. They are your votes? Yeah. I have not yet voted. I cannot vote for Resolution 5, but I can vote here. I have just had them delivered here because it is easier. Also, Peter's, I think, open. Each of the directors, other than Brendan, who abstains, recommends the shareholders vote in favor of the resolution. For any open proxy votes where the Chair is nominated as a proxy, these votes will be cast in favor of the resolution. I now invite discussion. Okay. Voting on this resolution will be held over until the conclusion of the final item of business to allow the poll to be conducted. Approval of the 10% placement capacity. I now move Resolution 4, approval of 10% capacity. Again, more background can be found in the explanatory notes. As the approval of additional 10% capacity is a special resolution, I note that in order for it to pass, it requires approval of 75% of the votes cast by shareholders on this resolution. I now move to consider, and if thought fit to pass with or without amendment, the resolution shown on the screen as a special resolution. Directors believe that this resolution is in the best interest of the company and unanimously recommend that shareholders vote in favor. In particular, the ability of the company to issue new shares under an additional 10% placement capacity will enable the company to issue shares in circumstances where it might otherwise be subjected to cost, delays, and uncertainty for having to go back to shareholders for their approval. The additional flexibility and the speed to conduct capital raising will better position the company to pursue its interests in the prevailing market conditions. I should quickly mention here that should this resolution be passed, it does not necessarily mean that the company will raise capital in line with the resolution. The screen is showing these votes received by proxy. For any open proxy where the Chair is nominated as proxy, these votes will be cast in favor of the resolution. I now invite discussion of the motion. Any questions? Voting on this resolution will be held over until the conclusion of the final item of business to allow the poll to be considered. Termination of the investment management agreement. We now move to Resolution 5, termination of the company's investment management agreement. Now, as I have material personal interests now come up to the resolution as set out in the notice of meeting, I'm going to hand over to the incoming independent Chairman, Mr. Brendan Rinaldi, who will coordinate the proceedings in respect of this resolution. Brendan. Thanks, Ed. We've already covered off on what we wanted to say in relation to the proposed internalization. With that in mind, we will move straight into Resolution 5, termination of the investment management agreement. I now move the motion to consider and if thought fit to pass with or without amendment, the resolution shown on the screen as an ordinary resolution. More background can be found in the explanatory notes. The screen is showing these votes received by proxy. Each of the directors, other than Ed and Stephen Jordan, who each have a material personal interest in the outcome of the resolution, recommend shareholders vote in favor of the resolution. For any open proxy votes where the Chair is nominated as proxy, those votes will be cast in favor of the resolution. I now invite discussion of that motion. Voting on this resolution will be held over until the conclusion of the final item of business to allow the poll to be conducted. Thank you, Ed. Back to you. Resolution 6, the increase of non-executive director fees. I now move Resolution 2, Resolution 6, the approval of an increase of non-executive director fees. Again, more background can be found in the explanatory notes. I now move the motion to consider and if thought fit to pass with or without amendment, the resolution as shown on the screen as an ordinary resolution. As set out in the notice of meeting, all of the company's directors and/or their associates are excluded from voting in favor of this resolution. The screen is showing the votes received by proxy. For any open proxy votes where the chair is nominated as a proxy, those votes will be cast in favor of the resolution. I now invite discussion for the motion. Great. Thank you. We will now vote on all resolutions included in the notice of meeting. I appoint the computer chair representatives, [Gemma Corsica], to be the returning officer and to conduct the poll. Gemma has the power to co-opt her agents, members of her staff, and staff of the company. Over to you, [Gemma]. Thanks, Ed. Firstly, if there is any person present who believes they are entitled to vote but has not registered to vote, would you please raise your hand for assistance? The persons entitled to vote on this poll are all shareholders, representatives, and attorneys of shareholders and proxy holders who hold blue admission cards. On the reverse of your blue admission card is your voting paper and instructions. I will now go through the procedures for filling in the voting papers. If you are holding a proxy, your admission card includes a summary of proxy votes, which outlines the voting instructions provided by the appointing shareholder for each resolution. By completing the voting paper when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, you need to mark a box beside the resolution to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to your voting paper for further information. Shareholders also need to mark a box beside the resolution to indicate how you wish to cast your votes. Please ensure you print your name where indicated and sign the voting paper. When you have finished filling in your voting paper, please lodge it in a ballot box, which will be circulated to ensure your votes are counted. If you require any assistance, please raise your hand. Would you please indicate by raising your hand if you require more time to complete and lodge your voting paper? Thank you. Back to you, Ed. Have all the votes been cast? I now declare the poll closed and formally charge Gemma Corsica to count the votes. The voting will now be tallied, and the results will be available on the ASX announcement platform following this meeting. We'll look now to take some questions from the floor. Can we please ask that you state your name prior to asking a question? One of our team will be in the room with a microphone to answer any questions. Questions? Peter. Back to the business side of things. I'm very interested. One of the theses we had was when we looked back before the business was created, was that the water prices seemed to have a return on investment that was a premium to interest rates. One of the things we liked about that is we were not allowed to use the word bond large, but it looked like a business that had capital gain as well as a better than bond return. Now, because interest rates have gone back up again, I am particularly happy that you guys have not held high amounts of leases. I think it has been very clever in the last couple of years period. I am just interested if you can give the room some understanding of, you said before, the changes in prices. I personally do not believe that wet and dry necessarily makes a big difference to this business because we have an arbitrage between general security and high security and so on. I am really interested in the overall price direction and whether that premium feels like it is lifting to be an above interest rate level. I will answer first, and then I am going to ask Lockie squared to add to that. Very clearly, we are seeing a shift where people are lightening their balance sheet back to what we first discussed, I think, late 2014, about why have this heavy asset when you can rent it. That has continued to evolve. The recent floods and the destruction wreaked by that on so many of the horticultural industry participants has meant that they are now really looking very hard at their balance sheets and saying, do I really want to have this locked in? A lot of them have sold and are trying to rent back. When the starting price of water was very, very cheap, it was sort of easy to kick the can down the road. What I am observing, and I would suspect that Lockie will echo this, but he might have a different view, is that people are now coming in and saying, "Oh gosh, I can see one, getting drier, and two, I can see that if I borrow the money to buy it, I am not going to get money from the bank anyhow, so my cost of capital is going to be X. I'm much better off being in water as a renter and paying a small premium." So that's my observation. Lockie, do you want to add to that from what you're seeing on the day-to-day? Yeah, sure. And I guess if we look back a couple of years over the last wet period that we've had, if we talk dollars and percentages, we're talking at least% of around 3% and a dollar figure of anywhere up to AUD 100 a meter. What we've seen in the last few months is that as dam storages have gone down, the heat has come through over summer, the government are reducing supply, people are looking and going, "I've got to get water secure." And so what we've seen is the lease rate has now gone from that 3% back up to 5%. If we're talking sort of AUD 100 up to AUD 350 a meter, because people are looking long and going, "We've been at the bottom and now we're going into dry with reduced supply, increased demand, we need to get organized." We had a question back here. My question relates to long-term growth. I think I've got my head around how you can make returns in the short term from leasing and trading. To think of Duxton as anything other than a dividend pie, I wonder where the growth comes from. By analogy, it's not like you've got a machine out the back that can make more water to sell. It's not like you're a software license business where you can sell the same water to many people. Long-term, where do you see the growth coming from? I think that you need to think of us almost like a bank where we can take your deposits and redeploy them at a higher rate. And then through whether it's derivative transactions, i.e., selling forwards or by renting multi-year water or by doing carryover contracts where we're selling that capacity forward multiple times, we can actually enhance our revenue quite substantially. We're always going to be a little bit of an asset-heavy business. You think of it as a real estate play if you want. We're a little bit like a portfolio of commercial buildings without the depreciation, without the maintenance CapEx, if you want to think of it that way. The nature of the business is it's always going to be a little bit tied to its asset base. That doesn't mean we can't maximize return on that asset base. That is just we will always be a little bit asset-heavy. We are never going to be an asset-light business, if that makes any sense. It does. If I let my imagination run right, does that suggest that perhaps long-term food inflation might be a bit like Australian property prices and we are in for a bit of a rude shock in the decades to come? I am going to violently agree with that as a statement and say that my belief is that your capital base will continue to appreciate quite substantially. So our capital base will see a very nice return. This will not be like an IT company, though, where you get something right and all of a sudden you have a 1 billion% return. Think of it more as a steady, pun intended, dripping tap that will fill up your glass and hopefully give you also nice capital gain. Boring as bat shit is what I said when I first went out on the roadshow. I said, "We're going to try and keep ourselves boring. We're going to try and keep ourselves safe, and we're going to try and do our best to give that repeated sustainable income." Charlie? Thank you. Just two quick final ones. I'll be quiet, but I've still just spoken to be boring as bat shit, capital gain, holding water, which will go up over time. Can I just be crystal clear? Are we happy to hold the current portfolio? Is there sufficient value? We're talking about not doing this proposal so we don't have to give away some upside. Could we just sit and do nothing and hold? Is that what we're thinking? Or again, we've raised capital previously. That's diluted returns. Maybe that was mistimed. As it stands today, the portfolio going forward, I suppose part of the reason for doing this is to become internally managed, which may hopefully reduce the discount, if not increase the share price to above. We might trade at a premium to NTA. Certainly not the only externally managed fund to trade at a discount. Again, it's totally better than DBF, the other Duxton stable, but there is a bit of a stain on the brand, in my opinion. There was a lot of press coverage where the other funds and DBF is, yes, we don't need to talk about that fund, but that's over 50% discount to NTA. Hopefully, if this does get up, the Duxton brand may go away. The discount may improve, but can you guarantee shareholders that we're not going to grow for growth's sake? We are just going to sit and wait and not dilute to NTA as we've done in the past, being an internally managed vehicle? Or it does sound like you really do want to grow. Is that fair going forward? Charlie, one can never swear black and blue and promise. The flip side of that is there is a sweet spot for the portfolio, and my view is that somewhere around that AUD 500 million mark. That is where we really can maximize the positioning in the market and have the highest return on capital employed. My stance is that without disadvantaging shareholders, we should really aim to get to that size. As a board, I think that everybody has their own views. I think it is likely generally biased to that direction. The goal is to do our darndest for people without taking maximum risks. This is not a punting company and never has been. We have tried to be pretty boring. If you take a look over time, the average turnover in the portfolio, and as a portfolio manager yourself, Charlie, you'll know this, we are about 12.7%-12.8% turnover in the portfolio as a whole up until the very recent past on an annual asset basis. Even when you include that, we only go up by 0.8 of 1%. The turnover in the portfolio tends to be very low. We tend to, when something goes to an extreme, clip it, and then when something is very, very cheap, try and get exposure to it. I don't think you're going to see a big change going forward. I don't expect to see behaviors that are radically different. Does that answer your question? Yes. Most of the return since inception has been through buying and holding rather than growing the asset. No. Most of our returns have been trading out of the things that have gotten too expensive and going back in. That's why we're the number one performing manager in water of anybody in the market and have blue sky between us and everybody else. Thank you. If there's an opportunity to grow, we want to grow, but there must be a margin of safety. Going forward, you mentioned before NAV. I mean, NAV is an indication, and it's important for the asset manager. Going forward, it's about the share price, and it's about the dividend. That's it. Everyone has an incentive to do the right thing in order to get the share price up. To raise capital and dilute without having a good investment opportunity on the other side does not make any sense. Thank you. Please. Yeah, Ray, from Northern Victoria, you are a gainer. Just a question to the board or Ed. Has there ever been touched on to perhaps sell the company to Rivco or a company like that at some stage? We have been approached once or twice by people who are interested in taking over the management rights, but no one has ever said they would like to take over the whole company. We have never been approached as a bidder. The flip side of that is that there have been several very large transactions in the market where mostly our friends from Canada have been active in the market to accumulate assets. We've never had an approach at any point in time that said, "Let's try and buy the entire company." If so, we would, of course, have to disclose it and bring it to all our shareholders to vote on. No, not today. Other questions? Okay. Thank you all for coming, and thank you all for your views and for being with us. For me, this has been a true honor. I've served on well over 100 boards in my life. I have served on nine listed companies in my career. This is, for me, one of the things I'm the most proud of. Thank you all for putting up with me for the last eight and a half years. I'll stay around, but thank you very much for believing in us. Cheers.