Neptune Annual General Meeting Tuesday, 27 November 2012
Agenda Chairman’s Address Presentation on Operations by Robin King, Chief Executive Officer Questions Regarding Neptune’s O perations Open Formal AGM Business of the Day Close Formal AGM Overview of Takeover Bid & Questions from Shareholders 2
Peter Wallace Chairman
Robin King Chief Executive Officer
Restructure Plan Reduced overhead costs Strengthened management team Eliminated term debt Divested remaining underperforming assets & businesses 5
2012 Results Results of restructuring in 2012 • Delivered underlying positive EBITDA ($6.1 million) • Positive cash flow ($4.5 million) • Net working capital ($29.5 million) 6
Strengthened Management Team Colin Napier Vincent Allegre Chief Financial Officer Chief Operating Officer 7
Safety 25% reduction in TRIFR 151 staff completed the Nepsafe training course Several businesses achieved significant safety milestones • Diving & Stabilisation: 1,000 days LTI free • Asset Integrity: 500 days LTI free • Manufacturing (UK): 1 year LTI free 8
Growth Initiatives Expanding operations organically Developing strategic partnerships Opened service facilities in Dampier & Melbourne Pursuing expansion into Gladstone 9
Partnerships Developed strategic partnerships 10
ADSV Dryden 5 year agreement to supply shallow water DSV vessel to Apache Energy in conjunction with Bhagwan Marine 11
2012 Project Highlights Cable Lay Maintenance Services Wind Farm 12
2012 Project Highlights Bridge Inspection Design & Manufacturing Subsea Inspection 13
Current Market Conditions First saturation diving project Challenging & competitive environment New competitors Clients not awarded contracts in anticipated timeframe 14
Integrated Solutions Provider 15
Robin King Chief Executive Officer
Resolutions and Proxies
Neptune AGM - Proxy Totals Resolution 1 Resolution 2 For 295,923,786 For 313,320,702 Against 20,368,928 Against 11,445,327 Open 13,058,028 Open 12,983,361 Abstain 2,439,239 Abstain 1,066,259 Excluded 7,015,671 Excluded 0 Resolution 3 Resolution 4 For 311,224,190 For 312,038,263 Against 14,334,772 Against 12,373,293 Open 12,197,361 Open 13,006,231 Abstain 1,059,326 Abstain 1,397,862 Excluded 0 Excluded 0 18
Neptune AGM - Proxy Totals Resolution 5 Resolution 6 For 312,056,698 For 302,896,663 Against 11,117,888 Against 21,507,571 Open 12,989,031 Open 12,937,361 Abstain 2,652,032 Abstain 1,474,054 Excluded 0 Excluded 0 Resolution 7 Resolution 8 For 313,172,254 For 300,020,233 Against 11,588,990 Against 25,016,179 Open 13,086,761 Open 12,063,031 Abstain 967,644 Abstain 1,716,206 Excluded 0 Excluded 0 19
1: Adoption of the Remuneration Report “That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2012 be adopted.” For Against Open Abstain Excluded 295,923,786 20,368,925 13,058,028 2,439,239 7,015,671 20
2: Retirement by Rotation & Re-Election of Director – Mr Peter Wallace “Pursuant to clause 11.3 of the Company’s Constitution and for all other purposes, Mr Peter Wallace is re- elected as a Director of the Company.” For Against Open Abstain Excluded 313,320,702 11,445,327 12,983,361 1,066,259 0 21
3: Retirement by Rotation & Re-Election of Director – Mr Boon Wee Kuah “Pursuant to clause 11.3 of the Company’s Constitution and for all other purposes, Mr Boon Wee Kuah is re- elected as a Director of the Company.” For Against Open Abstain Excluded 311,224,190 14,334,772 12,197,361 1,059,326 0 22
4: Retirement by Rotation & Re-Election of Director – Mr Jeff Dowling “Pursuant to clause 11.3 of the Company’s Constitution and for all other purposes, Mr Jeff Dowling is re-elected as a Director of the Company.” For Against Open Abstain Excluded 312,038,263 12,373,293 13,006,231 1,397,862 0 23
5: Retirement by Rotation & Re-Election of Director – Mr John Cooper “Pursuant to clause 11.3 of the Company’s Constitution and for all other purposes, Mr John Cooper is re- elected as a Director of the Company.” For Against Open Abstain Excluded 312,056,698 11,117,888 12,989,031 2,652,032 0 24
6: Approval of Share Issue (Access Management) “That for the purpose of Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and issue of 59,118,372 Shares on the terms set out in the Explanatory Notes.” For Against Open Abstain Excluded 302,896,663 21,507,571 12,937,361 1,474,054 0 25
7: Adoption of New Constitution “That the Constitution in the form tabled at the meeting and signed by the Chairman for identification be adopted as the Company’s Constitution in place of the existing Consitution .” For Against Open Abstain Excluded 313,172,254 11,588,990 13,086,761 967,644 0 26
8: Approval of 10% Placement Capacity “That for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory notes.” For Against Open Abstain Excluded 300,020,233 25,016,179 12,063,031 1,716,206 0 27
Neptune Annual General Meeting Tuesday, 27 November 2012
Peter Wallace Chairman
Details of the Takeover Offer Offer received from MTQ Corporation on 30 Oct 2012 MTQ currently has an ownership interest of 21.06 Proposal to acquire shares it does not own for 3.2 cents cash Represents a 33% premium to Neptune’s last closing price prior to receipt of the offer Offer will remain open until 5pm, 14 Dec 2012 (unless extended or withdrawn) 30
Board’s Response “ Your independent Directors recommend that you accept the offer in the absence of a superior proposal, and subject to the independent expert continuing to be of the opinion that the offer is fair and reasonable to Neptune’s shareholder.” 31
Reasons for this Recommendation Represents a premium to recent trading prices Independent expert concluded offer is fair & reasonable Offer is a straightforward cash offer Increasing demand on capital to pursue business objectives & growth strategy Removes risk of shareholding being diluted 32
Reasons for this Recommendation Cont. May be adverse consequences of being minority shareholder Share price may decline below current levels Generally no brokerage / transaction costs if you accept offer No other offer has been made to purchase your shares Offer is now unconditional Full details are in the Target’s Statement 33
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