Cleanaway Waste Management Limited (CWY) Earnings Call Transcript

Good morning, shareholders, fellow directors, members of the Cleanaway team and guests, and welcome to the 2026 Annual General Meeting of Cleanaway Waste Management Limited. Unfortunately, today, our Chair, Samantha Hogg, is unwell and unable to join us today. But my name is Michael Kelly, and I'm a Nonexecutive Director of the Board and the Chair of the Audit and Risk Committee. So I will chair the meeting in Samantha's absence. As there is a quorum present, I will now declare the meeting open. Before we start and get into some procedural issues, I just want to make everyone aware of the safety exits. In case of emergency, the fire exits are the double doors to the rear of the room, leading to the front entrance and the door at the front of the room. The fire alarm is a constant beep and we will only evacuate on the evacuation alarm, which is a whooping sound or the supervisor's request. PA announcements will be made asking guests to evacuate and managers or supervisors will assist guests to evacuate the building. And I note that the assembly point is on the Queen Street footpath just out the front there. The Notice of Meeting dated the September 18, 2026, was made available to all shareholders, and I propose to take the Notice of the Meeting as read. I would now like to introduce you to my fellow directors, the General Counsel and Company Secretary and the CFO. So on my left and in order, we have Dan Last, who's the General Counsel and Company Secretary; Mark Schubert, who's the CEO and Managing Director; our Nonexecutive Directors who are Vanessa Guthrie, Clive Stiff, Ingrid Player, Jacqueline McArthur; and our CFO, Nigel Simonsz. And I would also like to introduce the company's auditor, Ernst & Young, which is represented by Ashley Butler, a partner with the firm. Today's meeting is being held in person and virtually via the Computershare platform, where attendees can listen to a live webcast of the meeting and shareholders and proxies can ask questions and submit votes online. To provide you with sufficient time to vote, I now declare voting open on the items of business 2, 3 and 4. Item 5 is conditional on at least 25% of the votes cast on Item 2 being cast against the adoption of the remuneration report for the financial year ended 30th of June '26. A significant number of shareholders have already voted and appointed proxies ahead of the meeting, and I thank you for doing so. I'll start today's meeting by walking you through a few more procedural guidelines for voting and question submission, and that will be in person for the people in the room and also online. I will then deliver a summary of the Chair's address and pass to Mark Schubert for an update on activities of the company's business and also a trading update. And then after we do that, we'll turn to the formal matters of the meeting. By joining our meeting -- our hybrid meeting today, you as a Cleanaway Waste Management Limited shareholder or your appointed proxy, will have the opportunity to ask questions and submit votes if you haven't already done so. Voting today will be conducted by way of poll on the items of business, and Computershare will act as the independent returning officer. For those attending the meeting online and who are eligible to vote, as the poll is open, a voting icon is available on your screen now. Selecting this icon will bring up a list of resolutions and present you with voting options. For those voting online, you are free to submit your votes at any time. To cast your vote, simply select one of the options, and there's no need to submit the vote -- to press submit as the vote is automatically recorded. Please cast your vote on Items 2, 3 and 4, and you will receive a notification on the screen. To cancel or change your vote, click the link at any time until the poll is closed. And votes may be changed at any time until I declare the voting closed. For shareholders, proxies and corporate representatives here in person, I'll ask you to vote once we've gone through all the items of business by completing the blue voting card that was provided to you as you entered the room. White cards for visitors only who cannot vote or ask questions today, and shareholders with a yellow card are not entitled to vote on the items of business. I will provide a warning before I close voting at the end of the meeting. Questions will be aggregated and addressed at the end of the items of business. And it's my duty as Chair to ensure that shareholders have an opportunity to ask questions and discuss the items of business during the meeting. We ask that questions be concise, are confined to particular item being discussed and to matters relevant to shareholders as a whole, and we ask that they be informative and respectful. Given this is a hybrid meeting, I'll first take questions received in advance of the meeting. Then we'll take questions from those physically present in the room, and then that will be followed by written and audio questions from participants who've joined us online. If you're attending the meeting in person, only shareholders, validly appointed proxies and corporate representatives who are given a blue or yellow card upon entry are entitled to ask questions. In the room, when I call for your questions, please raise your blue or yellow card, state your name or the organization you represent before asking your question. For those attending the meeting online who wish to submit a written question, you may do so at any time during the meeting via the speech bubble on your screen, type the question in the chat box on the right of your screen and select send. Confirmation that your message has been received will appear above. Instructions on how to ask a verbal question are also shown in the broadcast window. If you are asking a verbal question, please state your name before asking your question and please limit your questions to 1 or 2 questions at a time and then rejoin the queue if you have any further questions. Please note that while you submit written questions -- please note that you can submit written questions from now on, and I will not address them until the end of the items of business. So we'll do all of the questions at the end of that. We will ensure there's a reasonable opportunity for shareholders to ask questions and make comments. However, there may not be time this morning to go through every question or comment received. Questions will be moderated to avoid repetition. And if they're particularly lengthy, they will be summarized. And just a reminder that questions should relate to the items of business under consideration at the meeting. So I'll now address the meeting with an update on Cleanaway's financial and strategic progress in FY '26. As I've said, Samantha's full speech has been posted online, and Samantha has asked me to convey her apologies to you and deliver a summary of that prepared address on behalf of the Board. FY '26 was a challenging year for Cleanaway, but also one of meaningful progress. The company continued to strengthen its position as Australia's leading total waste solutions provider whilst progressing the next phase of the Blueprint 2030 strategy. Beginning with safety, during FY '26, there were 2 tragic fatalities at sites operated by Cleanaway. And on behalf of the Board, I extend our deepest condolences to the families, friends and colleagues affected. Although our broader safety metrics improved during the year, the Board recognizes that there is more to do in this space and safety remains our #1 priority. Turning to financial performance. Underlying EBIT pleasingly increased 14.2% to $470.2 million and return on capital increased to 9.7%. Solid Waste Services and Contract Resources performed well during the year, while results in Health Services and Industrial Services were below expectations. Free cash flow improved materially, which was very pleasing, and there's a lot of focus on that in the company, but the Board recognizes the need for stronger and more consistent cash conversion going forward. The refreshed Blueprint 2030 strategy places greater emphasis on operational execution, cash generation and improving returns from the substantial investments made in the business. Turning to remuneration and shareholder feedback. Generally, the Board recognizes that based on the proxies received today, that today's remuneration vote represents a second strike following the first strike received at last year's AGM. We take this outcome seriously. The Board has engaged extensively with shareholders and proxy advisers and recognizes the concerns regarding underlying adjustments, cash conversion, incentives and alignment of remuneration with shareholder experience. These concerns have informed the Board's decisions on FY '26 remuneration, including the application of a material negative discretion for the second consecutive year on STI. And they've also informed changes to the FY '27 remuneration framework, including a greater weighting towards deferral of short-term incentives. We recognize shareholder concerns extend beyond remuneration to broader matters of performance, governance and strategy and direction. And while the Board -- we'll listen to all the views, we do not necessarily agree with every assessment, but we do respect those views and remain committed to constructive engagement and rebuilding shareholder confidence. Board renewal has been an important priority in the year. And on behalf of the Board, I would like to acknowledge Philippe Etienne's significant contribution to the company over 12 years. A lot of things have happened in those 12 years in the evolution of the company and also in Philippe's last 3 years as Chair. We also welcomed Vanessa Guthrie to the Board during the year, strengthening the Board's breadth and experience and capabilities. The Board remains committed to orderly skills-led renewal, balancing fresh perspectives and continuity of corporate knowledge. Finally, I want to address the EQT proposed transaction. As announced on Monday of this week, Cleanaway has entered into a scheme implementation deed under which EQT proposes to acquire 100% of Cleanaway by a scheme of arrangement. The Board believes this proposal represents an attractive opportunity for shareholders to realize value. So the Board has carefully considered the offer price, and we've weighed that off against Cleanaway stand-alone prospects and the time, investment and the execution risk associated with delivering those prospects. Subject to independent expert concluding that the scheme is in shareholders' best interests and in the absence of a superior proposal, the directors recommend that shareholders vote in favor of the scheme. Shareholders do not need to take any action today and further information will be provided in the scheme booklet ahead of the proposed scheme meeting. In the meantime, Cleanaway, the management and the Board remain focused on delivering on its FY '27 commitments and executing on the Blueprint 2030 Version 2.0 strategy. In closing, the Board remains confident in the quality of Cleanaway's assets, its people and its long-term strategic direction. So on behalf of Samantha and the Board, I want to again thank our employees, our customers and our shareholders for their continued commitment and support. And whether it's through completion of the proposed EQT transaction or continued execution of our strategy as a listed entity, the Board's focus remains on delivering value for shareholders. So thank you for that. And I'll now turn it over to Mark Schubert, CEO and Managing Director, for his address.

Thanks, Michael, and good morning, everyone. And it's really great to see some of our retail shareholders in the room today and have a chat with you beforehand and look forward to continuing on those conversations. FY '26 was another challenging year of growth for Cleanaway, as Michael outlined. Our performance demonstrated both the resilience of the Cleanaway portfolio and also the opportunity to improve consistency and quality of execution across the group. As you know, Solid Waste Services was again a strong performer. And what we saw there was pricing discipline, improved productivity, higher landfill volumes and continued growth in our container deposit scheme operations all contributed to the result that you can see on the screen there. Contract Resources also performed strongly, and that was ahead of the acquisition business case, and that was during its first 11 months as part of Cleanaway. On the other hand, the performance of Health Services, Industrial Services and Oil and Technical Services weighed on organic growth. The conflict in the Middle East also led to softness or market softness in parts of the contract resources and to a significant volatility in fuel prices. And while the ultimate impact of higher fuel costs on the group result was not material, managing those impacts required a significant enterprise-wide response. Against that backdrop, Cleanaway delivered underlying EBIT of $470.2 million, and that was up 14.2%, while net revenue rose 13.1% to approximately $3.7 billion. Pleasingly, return on capital employed improved to 9.7%, and that reflected the progress we're making in operational efficiency and capital discipline. Free cash flow increased materially to $213.8 million, and that was up around 64% from the prior year. And underlying earnings per share increased to $0.10. The Board declared a fully franked final dividend of $0.035 per share, and that took the full year dividend to $0.0685 per share. While we're pleased with the earnings and cash flow growth achieved in FY '26, organic growth and the quality of earnings across parts of the portfolio was below where we wanted it to be. The areas of underperformance were concentrated in a relatively small number of businesses. We've identified the root causes and are implementing targeted actions to address them. The focus now is on demonstrating that those actions deliver measurable and sustained improvements. Our focus is on higher-value revenue, using scale more effectively, improving asset utilization and building a leaner, more efficient and more scalable organization. If we turn to FY '27, which is obviously the year we're in now, at our full year results in August, we provided guidance for FY '27 EBIT of between $500 million and $530 million. And today, I'm pleased to reaffirm that guidance. The building blocks supporting that outlook remain the same, and our focus is on execution against them. So we expect organic growth in our Solid Waste Services business, supported by pricing, volumes and productivity. We expect recovery across Health Services, Oil and Technical Services and Industrial Services, and we expect incremental benefits from the indirect cost actions that we've already taken. These benefits will be partly offset by higher central investment in systems, technology and the capabilities required to deliver Blueprint 2030 2.0 with some of those costs preceding the benefits from them. We're also maintaining discipline around the cost base and procurement with actions underway to deliver further efficiencies. Our FY '27 priorities, therefore, remain consistent with those we set out in August, disciplined execution, improved returns and stronger free cash flow. As outlined on the slide, the key drivers of the free cash flow outlook remain unchanged, and we continue to expect no major change in working capital in FY '27. FY '27 is an important year as we move from building the foundations of Cleanaway to extracting greater value from them. Our shareholders have been very clear that they want to see the benefits of those investments translate into measurable outcomes, particularly cash flow and returns. We do have a high-quality asset base. We are Australia's leading integrated waste network, and we have strong positions in markets and provide essential services to customers and communities. The task is to make scale an advantage, to execute consistently and ensure our network, customer relationships, data and capabilities translate into higher-quality earnings, stronger cash generation and sustainable long-term shareholder value. I'll touch on the EQT infrastructure proposal, as Michael has outlined. What's important here is that the EQT transaction does not change our operational priorities. Until any transaction is implemented, our responsibility is really clear, and that is to run Cleanaway well, to deliver the FY '27 plan and to continue executing Blueprint 2030 2.0. The management team, some of which are in the room today, remain fully focused on those commitments. I do want to finish by thanking the entire Cleanaway team. It is a team effort and for their commitment throughout what was, in many respects, a very demanding FY '26. I also want to thank our customers for their continued trust and our shareholders for ongoing support. And with that, I'll hand back to Michael.

Thank you, Mark. Transcripts of both addresses from the Chair and the CEO and Managing Director, Mark Schubert, as you've just heard, are available on our website and the ASX company announcement platform. So we will now turn to the formal business of the meeting. And as I mentioned earlier, voting is being conducted by way of a poll at the end of the meeting. You may vote at any time. I'll introduce each line item of business and then take questions together at the end of going through the items of business. Prior to commencement of today's meeting, valid proxy votes have been received totaling approximately 1.487 billion, which represents approximately 66.32% of Cleanaway Waste Management Limited's issue capital. The proxy votes received prior to the meeting will be displayed on the screen for each resolution. And where the Chair of the meeting has been nominated as a shareholder's proxy, all open and available proxies will be voted in favor of Items 2, 3 and 4. There are voting restrictions for some resolutions as outlined in the Notice of Meeting, which apply to those who have an interest in the resolutions and certain of their related parties or associates. As you're aware from the Notice of Meeting, Items 2, 3 and 4 require a vote. Item 1 does not. Finally, I appoint Jessie Yerma of Computershare Investor Services as a returning officer. So the first item of business is the financial report. It's the receipt and consideration of the company's financial report for the year ended June 30, 2026, the directors' report and the auditor's report, which are now before the meeting. And as I said, there's no vote on this item of business. Ashley Butler, who is a partner at Ernst & Young, Cleanaway's auditors, is present to answer any questions you may have in relation to the 2026 audit. And any questions for Ashley should be directed through me as Chair and must be relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in the preparation of the financial statements and the independence of the auditor in relation to the audit. Turning to Item 2 on the agenda, which is to consider the company's remuneration report for the year ended June 30, 2026, as it appears in the 2026 Annual Report and to pass a nonbinding resolution to accept the report. As you can see from the screen, the number of proxies -- you can see the number of proxies received for the resolution. In accordance with the Corporations Act, the company will disregard any votes cast on this resolution by any key management personnel of the company, including the directors and closely related parties of these persons. Item 3a relates to the reelection of Samantha Hogg as a director. Sam was appointed as an Independent Nonexecutive Director of the company in November 2019 and was appointed as the Board Chair in July 2026. Samantha retires in accordance with the company's constitution and being eligible, offers herself for reelection. The Board, in the absence of Sam, unanimously supports her reelection. The number of proxies received for the resolution is displayed on the screen. Item 3b relates to the reelection of Clive Stiff as a Director. Clive retires in accordance with the company's constitution and also being eligible, offers himself for reelection. The Board, in the absence of Clive supports his reelection. The number of proxies received for this resolution is displayed on the screen. And I'll now invite Clive to address the meeting.

Thank you, Michael, and good morning, ladies and gentlemen. It's been a privilege to serve as a Nonexecutive Director of Cleanaway over the past 3 years, and I'm honored to offer myself for reelection today. In July this year, I assumed the role of Chair of the Human Resources Committee, and I'm also a member of the Audit and Risk Committee. During my tenure on the Board, I've drawn on my directorship experience to contribute to the strategic direction and governance of Cleanaway. I also currently serve as a Nonexecutive Director of ASX-listed GrainCorp Limited and previously was a Nonexecutive Director of Australian Pharmaceutical Industries Limited before it was delisted from the ASX. Earlier in my career, I held CEO roles in fast-moving consumer goods companies, Unilever and Procter & Gamble, leading businesses in Australia and internationally. This experience provides me with a strong understanding of supply chains, customer strategy, data analytics, large-scale transformation and M&A, all of which remain highly relevant to Cleanaway's ambitions and evolving landscape. If reelected, I will continue to serve all shareholders and support the company through a period of significant change. Thank you for your consideration. And back to you, Michael.

Thank you, Clive, very much. The next item relates to 3c is the reelection -- the election of Vanessa Guthrie as a director. Vanessa retires in accordance with the company's constitution and being eligible, offers herself for reelection. And the Board, in the absence of Vanessa, unanimously supports her election. The Board has conducted appropriate checks into Vanessa's background experience and is satisfied that she is an appropriate person for election to the Board. Vanessa has been an Independent Nonexecutive Director since February this year, 2026. The number of proxies received for this resolution is shown on the screen. And I'd now like to invite Vanessa to address the meeting.

Thank you, Michael, and good morning, ladies and gentlemen. It is indeed a privilege like Clive to stand before you today as a candidate for election, having joined Cleanaway in February this year. I currently serve on both the Sustainability Committee and the Human Resources Committee. These responsibilities have given me the opportunity to contribute my experience to areas that are central to Cleanaway's future, its people, its operations, its sustainability ambitions and the creation of enduring value for our shareholders. My career has spanned more than 40 years across the resources sector, including mining, energy, manufacturing and large-scale infrastructure. During that time, I've held senior leadership positions across many operational and corporate roles, including as Managing Director and CEO of ASX-listed Toro Energy and as the Chair of the Minerals Council of Australia. Since my executive career, I have built extensive Board experience across listed companies and other organizations. I'm currently Chair of IGO, a Nonexecutive Director of Santos and Lynas Rare Earths and my favorite, the Deputy Chair of Cricket Australia. I've also previously served on the Board of Orica and as Chancellor of Curtin University. In these roles, I've seen the importance of strong governance, disciplined decision-making and balancing commercial priorities with the expectations of employees, customers, communities, other stakeholders and, of course, our shareholders. I believe that experience is particularly relevant to Cleanaway as the company continues to deliver on its strategic priorities. I would be honored to have the support of shareholders today. And if elected, I look forward to bringing my experience and my perspective to the Board and contributing to Cleanaway's continued success and long-term value creation. Thank you.

Thank you, Vanessa. Continue with the next item is Item 4 on the agenda. Item 4 relates to the granting of rights to the CEO and Managing Director, Mark Schubert, and this is outlined in the Notice of Meeting, but it seeks approval for the granting of 900,456 performance rights to Mark Schubert under the terms and conditions of Cleanaway's long-term incentive plan. And as I said, that's set out in the explanatory note to the Notice of Meeting. The number of proxies for this are displayed on the screen. Item 5 on the agenda is the spill resolution, which relates to -- is a conditional resolution to be put to the meeting if more than 25% of the votes are cast against Item 2 for the approval of the remuneration report, and the company receiving a second strike. As more than 25% of the votes cast against the approval of -- were cast against the approval of the FY '26 remuneration report, I will put Item 5 to the meeting as follows: to hold an extraordinary general meeting of the company, spill meeting within 90 days of passing of this resolution. All the Nonexecutive Directors in office when the resolution to make the directors' report for the financial year ended 30th of June was passed, other than the CEO and Managing Director, and who remain in office at the time of that spill meeting cease to hold office immediately before the end of the spill meeting. And then resolutions would be put to appoint persons to offices that will be vacated -- to the offices that will be vacated immediately before the end of the spill meeting, then these are put to the vote at that meeting. The number of proxies received for Item 5 are shown on the screen, and I now declare voting open on Item 5. The Board recommends that shareholders vote against this item. So we will now turn to questions on these items of business. And as noted earlier, we'll take questions received in advance of the meeting first. Then we'll take questions from those physically present at the meeting, and then that will be followed by written and audio questions from participants who have joined us online this morning. For those shareholders present in person today, if you wish to ask a question, please move to the microphone and show your blue or yellow admission card to the microphone attendant who will note your name and introduce you when it's returned to speak. Please limit yourself to one question at a time to give other shareholders a chance to ask questions. For those attending the meeting online who wish to submit a written question but have not done so yet, please submit your question now via the speech bubble icon on your screen.

So I now ask Roger Chong, Deputy Company Secretary, if we have any questions from shareholders who submitted questions in advance of the meeting today. Thank you, Roger.

Chair, there are no questions.

Okay. Thank you, Roger. So I'll turn to questions from the floor. If anyone would like to raise a question who is present in the room, do so now, please.

Thank you, Mr. Chairman. George Baumber is my name. I'm a Director of Faircase Proprietary Limited. With regard to this takeover offer, which the Board is recommending, I think it greatly undervalues the company. Looking at the annual report, you're suggesting a 10% increase in EBIT for next year. Over the last 5 years, we've had a 75% increase in EBIT from the annual report, which I've received today. My question to the Board is, if you accept this offer for your shares, where are you going to invest your money to give you an equal return to what you would get by keeping the company as it is and retaining your shares in the company?

Thank you for that question. I'll take that question. I will answer...

[indiscernible]

Okay. Thank you for the question. I understand. I think it's fair to say the Board has been very focused on the transaction and assessing the transaction. There's been a lot of work going on. Personally, I'll answer the question. I haven't got to what I'm going to do with that money, and that's something that I'll deal with later on. We're just focused -- we've been focused on the transaction. The transaction is still going. We're still doing work on that, and we're very focused, as Mark Schubert said, on delivering what we need to deliver for the business, and the focus is on all of that right now. Okay. Are there any other questions from the floor?

For transparency, I'm both a shareholder and a resident in the Scenic Rim where there is a proposal by Cleanaway to build a large waste incinerator. I had a conversation with Mark prior to meeting. I appreciate that, Mark. Thank you. My question is, before committing shareholders' capital, what stress testing is the Board undertaking for the possibility that environmental standards, emissions requirements, waste policies or restrictions on incineration become materially more stringent during the operational life of these facilities.

Okay. Thank you very much for that question, and that is an incredibly detailed question and relevant question. Mark, would you mind touching on those, please?

Thank you for the question and the way you've stated it. I mean, obviously, we acknowledge that question. I think it is detailed. And like we talked about in the discussion beforehand, we're simply not at that point where we are stress testing all the different facets of the project, emissions, policies, that sort of thing. I think what I would say to you is, as a shareholder and as a resident up there, Cleanaway won't be investing in something if it can't be done in our view, safely or responsibly to protect both the community and the environment. We haven't made that decision yet. What we are doing is the long lead time development work around approvals and stuff. And at a certain point in time, the Board will need to form a view as to the risks, but also the opportunity. I think what we'd really like to do with you is actually get the team to come and visit, maybe head out to Bromelton together and work through all your detailed questions and take as long as that takes. So I'll grab you details afterwards so we can do that.

Thank you, Mark. Are there any other questions from the floor?

Thank you. My name is Julie Jackson. In its presentation to the Macquarie Australia Conference on the May 7, 2024, Cleanaway identified 4 key risks that needed to be resolved before an incinerator project could reach final investment decision. Feedstock volumes, customer and project schedule, commercialization and regulatory risk. Community support was not identified as one of those risks. My question to the Board is this, at what level of sustained community opposition does the Board consider an incinerator project too risky to justify continued investment of shareholders' funds? And if there is no such threshold, can the Board confirm that a project could continue towards final investment decision regardless of the level of opposition from the communities surrounding it?

Thank you, Julie, for that question. Mark Schubert will answer that question. There's quite a lot of detail in there as well.