Thank you for standing by, and welcome to the SG Fleet Group Limited general scheme meeting. I would now like to hand the meeting over to Mr. Jankelowitz. Please go ahead. Good afternoon. My name is Edwin Jankelowitz. I am an independent non-executive director of SG Fleet Group Limited and chair of today's general scheme meeting. Mr. Reitzer is currently overseas. His travel was planned some time ago and unfortunately coincided with the scheme meeting. As such, I will be chairing this meeting in his absence. On behalf of the SG Fleet Board, I would like to welcome our shareholders who are present for today's general scheme meeting. Thank you for joining us. It is now just past 3:00 P.M., the designated time for the meeting, and I can confirm that a quorum is present. The meeting has been validly constituted, and I am pleased to declare the general scheme meeting open. Today's general scheme meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on 20th February 2025. The purpose of this meeting is for SG Fleet shareholders to vote on the proposed scheme of arrangement in relation to the acquisition of all of the issued share capital of SG Fleet by Westmann Bidco Pty Limited, who I will refer to during this meeting as Bidco. Bidco is an entity ultimately owned and controlled by funds managed or advised by Pacific Equity Partners Pty Limited. I would like to introduce my fellow directors who are also attending today's meeting: Chief Executive Officer Robbie Blau, Chief Financial Officer Kevin Wundram, and Non-Executive Directors Cheryl Bart, Peter Manford, and Tex Gunning. I am told that Mr. Reitzer is also attending. We would also like to introduce our Chief Legal Officer, Laura McLaren, our Company Secretary, Tawanda Mutengwa, and welcome other members of the SG Fleet Management Team. This meeting has been called under the notice of general scheme meeting dated Thursday, 20 February 2025, which is contained in Attachment B of the Scheme Booklet sent to all general shareholders on 21 February 2025. I now table the notice of general scheme meeting, and I will take the notice of general scheme meeting as read. I will first outline certain procedural matters, including the logistics of the meeting, then provide an overview of the scheme before moving to the formal business of the meeting, which is the general scheme resolution. Today's meeting is being held as a virtual meeting through the online scheme meeting platform. The separate meeting of SG Fleet shareholders, who are select members of SG Fleet Management, referred to as relevant management shareholders, will vote on the proposed scheme at the relevant management shareholder scheme meeting. This meeting will be held immediately after the general scheme meeting, virtually at 4:00 P.M. Sydney time, via a separate online scheme meeting platform. As outlined in the scheme booklet, the resolution to be voted on by general shareholders at today's general scheme meeting will be decided by a vote. For the purposes of the poll, I appoint Sandra Fidel of Boardroom, SG Fleet's share registry, who has examined and prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. After the meeting closes, your votes will be counted by Boardroom, and the results will be announced to the ASX shortly afterwards. The proposed single resolution is set out in the notice of general scheme meeting. I now declare the poll open. You may vote at any time from now until I close the poll. I will provide a warning before closing the poll. If you are participating today via the online scheme meeting platform and you are eligible to vote at this meeting, once voting opens, press the voting icon and the voting options will appear on your screen. To cast your vote, select one of the options: for, against, or abstain. To change your vote, simply select a different option to override. You can change your vote up until the time I declare voting closed. Please note that if you have already submitted your vote by proxy in advance of the meeting, then your vote has already been recorded. I hold a number of open proxies as Chair of the meeting. As set out in the notice of general scheme meeting, I will vote all directed proxies in favor of the general scheme resolution. If you require any technical assistance during the meeting, please refer to the online meeting guide available on the platform or alternatively contact Boardroom by phone on 1300 737 760 from within Australia or +61 2 9290 9600 from outside Australia for assistance. General shareholders were given the opportunity to lodge questions ahead of the meeting and will also have the opportunity to ask questions relating to the general scheme resolution later in the meeting. In the interests of all participants, please ensure that your questions are relevant to all general shareholders and to the scheme itself. I encourage you to submit any written questions as early as possible during the meeting. To ask a question, select the messaging icon and type your question into the Ask a Question box at the top of the screen. Once you have finished typing, please hit the Send button to submit your question. A copy of your sent questions, along with any written responses, can be viewed by selecting My Messages. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. This will include any questions that we have received ahead of the meeting. Your questions may be moderated or amalgamated together if we receive multiple questions on the same or similar topics. As a courtesy to all present at this meeting, I ask that questions and comments be restricted to the general scheme resolution under consideration and submitted in an orderly manner. As chair, I reserve the right to rule out of order all questions not pertaining to the meeting. Thank you. Before commencing the formal business, I would like to say a few words about the proposed scheme. On 4 December 2024, SG Fleet announced that it had entered into a scheme implementation deed with Bidco, under which Bidco agreed to acquire 100% of the issued share capital of SG Fleet by way of a scheme of arrangement. A detailed scheme booklet, including a copy of the independent expert report prepared by Grant Thornton Australia Limited, was sent to shareholders in accordance with the orders of the Supreme Court of New South Wales made on 20 February 2025. I will take these documents as read. If the scheme is approved and implemented, SG Fleet shareholders, other than the relevant management shareholders, to the extent that they have made a valid election to receive the scheme consideration in the form of scrip consideration in respect of some or all of their scheme shares, will receive an amount of AUD 3.50 for each SG Fleet share held on the scheme record date. Relevant management shareholders, to the extent they have made a valid election to receive the scheme consideration in the form of SCRIP consideration in respect of some or all of their scheme shares, will receive 3.5 Topco shares for each of those scheme shares, subject to rounding. If the scheme is approved and implemented, relevant management shareholders who have not made a valid election to receive the SCRIP consideration will receive the cash consideration. The SG Fleet Board appointed Grant Thornton as the independent expert to assess the merits of the scheme. The independent expert has concluded that the scheme is fair and reasonable, and hence in the best interests of SG Fleet shareholders in the absence of a superior proposal. The independent expert assessed the value of an SG Fleet share at between AUD 3.35-AUD 3.80 per SG Fleet share. The cash consideration of AUD 3.50 per SG Fleet share is within this valuation range. The independent expert has concluded that the indicative value of the Topco shares to be issued to the relevant management shareholders is unlikely to be higher than the cash consideration of AUD 3.50 per SG Fleet share as at the date of the scheme booklet. Having regard to the reasons set out in the scheme booklet, and while the SG Fleet Board acknowledges the reasons to vote against the scheme, the SG Fleet Board believes the advantages of the scheme outweigh the disadvantage. I can confirm that as at the time of this general scheme meeting, no superior proposal has emerged, nor are SG Fleet aware of any superior proposal likely to emerge. The SG Fleet Directors unanimously recommend that SG Fleet shareholders vote in favor of the scheme in the absence of a superior proposal, and subject to the independent expert continuing to conclude that the scheme is in the best interest of SG Fleet shareholders. The SG Fleet Directors make this recommendation only in respect of the cash consideration and make no recommendation to relevant management shareholders in relation to the SCRIP consideration, including in relation to whether the relevant management shareholders should make an election to receive SCRIP consideration. Subject to the same qualifications, each SG Fleet Director has stated that he or she intends to vote in favor of the scheme in the case of all SG Fleet Directors who hold SG Fleet shares other than Robbie Blau and Kevin Wundram at the general scheme meeting, and in the case of Robbie Blau and Kevin Wundram at the relevant management shareholder scheme meeting in respect of all SG Fleet shares controlled or held by them or on their behalf. In considering the recommendation of SG Fleet Directors, SG Fleet shareholders should have regard to the interests of SG Fleet Directors, which are set out in detail in the Chairman's Letter, Sections 2.2 and 11.1 of the scheme booklet. The scheme remains subject to a limited number of customary conditions which are set out in the scheme booklet, and your SG Fleet Directors are not aware of any circumstances which would cause any of the outstanding conditions present not to be satisfied. These conditions primarily include: general shareholders approving the general scheme resolution at today's general scheme meeting, relevant management shareholders approving the relevant management shareholder scheme meeting at today's relevant management shareholder scheme meeting, and approval of the scheme by the Supreme Court of New South Wales. Among other things, the scheme was subject to regulatory approvals from the Foreign Investment Review Board, the New Zealand Overseas Investment Office, and the UK Financial Conduct Authority, which have now been obtained and satisfied. Please note that the Scheme Implementation Deed outlines a number of other customary operational and procedural conditions which must be satisfied or waived for the scheme to be implemented. The timetable for the process following today's general scheme meeting is set out on the slide. If the scheme is approved by SG Fleet shareholders today at the scheme meeting, SG Fleet will apply to the Supreme Court of New South Wales for an order approving the scheme. SG Fleet has a scheduled second court hearing to seek approval for the scheme on Tuesday, 15 April 2025. If the court approves the scheme, a copy of the court orders will be lodged with. Following which, the scheme will be legally effective and the trading of SG Fleet shares will be suspended from trading on the ASX. The scheme is then expected to be implemented on Wednesday, 30 April 2025, and it is on this date that the scheme consideration will be provided to SG Fleet shareholders for each SG Fleet share they hold as at the scheme record date, which is 7:00 P.M. Sydney time on Wednesday, 23 April 2025. If the scheme is not approved by SG Fleet shareholders at today's scheme meetings or by the court, or any of the other outstanding conditions precedent are not satisfied or waived, the scheme will not proceed. SG Fleet will continue as a standalone entity listed on the ASX, and SG Fleet shareholders will not receive the scheme consideration in the meeting. The wording is displayed on screen. Of arrangement proposed between SG Fleet Group Limited and the holders of its ordinary shares, the rations or conditions as approved by the court and which are agreed to by the SG Fleet Group Limited and Westmann Bidco Pty Limited in writing. Such modifications, alterations. That is more than 50% of general shareholders present. 25% of the votes cast on the general scheme resolution by general shareholders present and voting at the general scheme meeting, including by proxy. I would now like to open the meeting to questions in relation to the scheme. Are there any questions? There are no questions on the telephone at this time. Sarah, I have some questions for you. I'm sure you've survived the call. Question from Mr. Stephen Mayne Question one. Why aren't the regular 2,700 retail shareholders in SG Fleet being offered the same opportunities to roll over into the FAT FIP as far as certain management personnel if they vote in favor at their following special meeting at 4:00 P.M. today? Surely all shareholders should be treated equally. What consideration given to allowing institutional shareholders to roll into the Bid circle? There's someone from PEP fund on the call today who could help answer this question. Okay, I'm happy to answer that question. Sure. This This is Robbie Blau, CEO of SG Fleet. It was a condition of the offer from PEP that certain management shareholders roll over into their entity, and there was no opportunity for other shareholders to do the same thing as part of the transaction. Next question. The S&P 500 briefly went into correction territory last night. What were the material adverse clauses in our sale agreement about PEP from Walk Away, and was the chair noticed watching the recent tariff of late while market functions have been remote? As today's lowest possibility of a MAC event, or if Wall Street tumbled 30% before the scheduled April 15 New South Wales Supreme Court scheme approval hearing, could PEP still walk away without completing the takeover? In other words, when does this deal become completely unconditional? Chair, I'm happy to take that question as well. There is no material adverse change clause pertaining to market conditions in our scheme arrangements. There is no risk in relation to markets today or until the court date. The material adverse change clauses in the agreement pertain to the affairs of the company, the balance sheet affairs of the company, and those are in very safe territory, and there's no expectation that those will change between now and the court date. The last time that those clauses apply is at 9:00 A.M., if I'm correct, on 8:00 A.M. on the court date, which is proposed to be next Tuesday morning, and that there's no realistic risk of balance sheet deterioration between now and then. Question three. Why are dually lodged proxy votes automatically rescinded just because the shareholder has voted onto the Lumi system participation today's scheme? Is this even legal, and is we working to fix this law in an online meeting and voting system? If a shareholder has selectively voted by proxy, what gives you the right to rescind the vote? Surely you've got a record of all proxy votes, and you just reinstate the system voided votes at the end of the meeting without requiring the shareholder to do this during the meeting. I can take that question from the chair. Lumi is the external provider for this meeting. We were advised by Lumi that this is how its platform functions and that it has been used for many other meetings. We're obviously happy to inquire with Lumi whether they have any intentions to make changes to their platform. Proxy voting closed at 3:00 P.M. on Sunday. Why did you allow nearly two full days of ASX trading without disclosing the market-sensitive proxy position to the ASX? Can you get legal advice on this? Sigma Healthcare suspended their stock for the whole day on January 29th ahead of the 6:00 P.M. Chemist Warehouse scheme meeting for their takeover arrangement. Should we consider doing the same and suspending trade today? What is the proxy position on the scheme? You should have disclosed this with the formal addresses or at least close it now before question time has finished. Okay. Thank you. We did take legal advice on this matter. There is no requirement to disclose the proxy position, although I note it was released to ASX this afternoon before the scheme meeting commenced. It is also been shown on the slides at this meeting. I also note that SG Fleet announced that its majority shareholders, Supergroup shareholders, Supergroup shareholders approved the Super Group board to vote in favor of the scheme some weeks ago. Thank you. Next question. How many shareholders were eligible to vote on today's takeover and did we send paper voting forms with a reply page envelope to those shareholders which had not provided an email address? What sort of solicitation campaign did we run to encourage our circa 2,700 retail shareholders to participate by voting on today's deal, and how many of them did choose to vote by proxy before the 3:00 P.M. voting deadline on Sunday afternoon? Okay. Did we take all the shareholders at the record date when the notice of meeting was sent with even the opportunity to vote? We did provide a reply page envelope to all the shareholders. We did not provide an email address for them with options on how to get in touch with Boardroom in exercising their rights to vote. Thank you. Question six. Why is not the independent chair Andrew Reitzer chairing this meeting and have DEP had any discussions or entered into any arrangements with any of the existing non-executive directors who have an ongoing role with the business after the takeover? Also, have they agreed to any additional exertion payments to the non-executive directors given all the extra work that is required to complete a large takeover transaction like this one? If not, why not? Also, how much extra are the directors being paid on top of their existing pro-rata board fees? Actually, I'm happy to take that one as well. The reason for Mr. Reitzer absence today has been explained previously from offshore due to long-standing prior arrangements. As regards arranged directors, as outlined in section 6.11 of the scheme booklet, there are not agreements or arrangements on the outcome of the scheme. Other than the agreements or arrangements set out in section 11(1) of the. No No payments being made to any of the non-executive. 2,200 and 2,600 of our retail shareholders have not attended. Why? Disappointing that the company never published a full archive of the webcast of last year's interesting AGM discussion. Why did you refuse to do this? Limiting shareholder access to what wasn't interesting in. The chair will honor our website. That will be SGF website at the end of the day or first thing tomorrow morning. We will remain open to discussion. Question. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX dropping from 2,500 over the past 26 months. For a net reduction since January 2023, 202 listed entities are 8.8% to a 15-year low of 2,092. There were a record 29 major takeovers above AUD 200 million completed in calendar 2024, and the ASX is losing many long-standing names, including SG Fleet, after 10 successful years as a public company. There is a clear disparity between public markets and private markets. Why didn't public market investors value ASX-listed companies like ours more highly? Does the acting chair agree that this takeover is adding to an emerging problem, and is the following out the ASX the real worry for the nation and the overall health of our public capital markets? Question answered on behalf of the chair. Mr. Mayne, I take that as a statement rather than a question. Thank you. Are there no further questions? If that's the case, have the details of the proxy votes been? Details of the proxy votes received from general shareholders prior to the general scheme meeting are now on the screen and are as follows: 259,943,752, 99.42% in favor, votes against 1,023,816, 4.39%, and votes open 584, 500,084, 4.019%, of which the total in favor of the chair will be voted for the resolution. There were 8,517 abstentions. If you have not already done so, general shareholders should now submit their votes. If you have any questions concerning the voting process, please refer to the online meeting guide available on the platform. I will close the poll in a couple of minutes, so please ensure that you have cast your vote on the general scheme resolution. SG Fleet will release an announcement with the results of the poll after this meeting. We will now stop for a short while. I now declare the poll closed. This closes the formal part of the meeting. I would like to take this opportunity to thank all our shareholders for your support of SG Fleet. I would also like to acknowledge my fellow directors and the management team and all employees for their commitment and support during the scheme process. Thank you. I'd just like to echo those sentiments, Mr. Chair. Thank you to everybody for their support.