FBR 2024 Annual General Meeting Presentation
:
2
1. Notice of Meeting
2. Formal Order of Business
3. Voting
4. Corporate update
5. Shareholder Questions
6. Close of Meeting
3
4
Adoption of the Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution, noting that the vote on
this Resolution is advisory only and is not binding:
“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration
Report for the Company (which is contained in the Directors’ Report in the Annual Report) for the financial year
ended 30 June 2024 be adopted.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
5
Election of Director – Mr Glenn Cooper
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purposes of Article 6.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Glenn Cooper,
who was appointed as an additional Director by the Board on 24 April 2024 under Article 6.2(b) of the Constitution,
and who retires and is eligible for re-election as a Director, is so re-elected.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
6
Election of Director – Ms Shannon Robinson
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purposes of Article 6.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Ms Shannon
Robinson, who was appointed as an additional Director by the Board on 24 April 2024 under Article 6.2(b) of the
Constitution, and who retires and is eligible for reelection as a Director, is so re-elected.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
7
Re-Election of Director – Mr Mark Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr Mark Pivac, a Director who retires by rotation in accordance with Article 6.3 of the Constitution,
Listing Rule 14.4 and for all other purposes, being eligible and offering himself for re-election, is so re-elected.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
8
Approval of 7.1A 10% Placement Facility
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of up
to that number of Equity Securities as is equal to up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise
on the terms and conditions set out in the Explanatory Memorandum."
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
9
Ratification of prior issue of January Placement Shares under Listing Rule 7.1
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the
previous issue of 466,371,663 Shares to professional and sophisticated investors on the terms and
conditions set out in the Explanatory Memorandum.''
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
10
Ratification of prior issue of August Placement Shares under Listing Rule 7.1A
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve
the previous issue of 328,947,368 Shares to professional and sophisticated investors on the terms and
conditions set out in the Explanatory Memorandum.''
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
11
Issue of Class A Performance Rights to Mr Michael Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class A Performance Rights to CEO and Managing Director, Mr Michael Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
12
Issue of Class A Performance Rights to Mr Mark Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class A Performance Rights to CTO and Executive Director, Mr Mark Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
13
Issue of Class B Performance Rights to Mr Michael Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class B Performance Rights to CEO and Managing Director, Mr Michael Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
14
Issue of Class B Performance Rights to Mr Mark Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class B Performance Rights to CTO and Executive Director, Mr Mark Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
15
Issue of Class C Performance Rights to Mr Michael Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class C Performance Rights to CEO and Managing Director, Mr Michael Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
16
Issue of Class C Performance Rights to Mr Mark Pivac
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of
25,000,000 Class C Performance Rights to CTO and Executive Director, Mr Mark Pivac, on the terms and
conditions set out in the Explanatory Memorandum.”
Instructions given to validly appointed proxies (as at proxy close)
For
Against
Proxy’s Discretion
Abstain
Excluded
Votes
%
17
:
18
• Further strengthened IP portfolio with next-generation Hadrian X®
related patents, further solidifying market-leading IP position
• Suite of agreements with CRH Ventures – representing a
significant opportunity for FBR and expansion of WaaS® globally
• US$2.0m JV Option (US$1.6m received so far)
• 10 home Demonstration Program in Florida
• Completed Factory and Site Acceptance Testing (incl.
achieving avg. effective lay rate of 330 blocks per hour)
• 6/10 homes of Demonstration Program built
• Completed a number of construction projects in AU & USA
• 16 townhouse project at Willagee
• 8 townhouse project at St James
• 6 homes in Fort Myers (CRH Demonstration Program)
• Extension to MoU with Liebherr-Mischtechnik
• Deployed Hadrian X® and FBR team to Florida for Demonstration
Program
19
• FBR continues to implement a culture of safety, quality and continuous
improvement, ensuring our operations are executed safely, to the highest
standard and our people go home safely at the end of each day
Incidents
80
71
52
60
40
• As we grow, so does the need to maintain quality and mitigate the risks to
our people and our assets
20
18
18
2021
2022
7
0
• Significant improvements in SHEQ outcomes seen during FY24
2020
2023
2024
Injuries
20
16
16
Health & Safety
Quality
Environmental
1. Risk Assessment and Management
Thorough risk assessments for Hadrian
manufacturing & construction.
Proactive with potential hazards and
implement control measures to mitigate
risks.
1. Quality Management System
ISO 9001 and applicable standards to ensure
consistent quality in Hadrian manufacturing
& construction processes.
Regularly reviews and update policies and
procedures.
1. Sustainable Practices
Sustainable materials and energy efficient
manufacturing & construction.
Waste reduction and recycling programs.
2. Training and Competency
Regular training on health and safety
protocols.
Ensure that all staff are competent in
operating machinery and Hadrian’s safely.
2. Continuous Improvement
Continuous improvement program to
identify and address areas for improvement.
Use feedback to enhance quality
2. Environmental Impact Assessment
Environmental impact assessments for
projects to identify and mitigate negative
effects.
Implement plans to minimize footprint and
resource consumption.
3. Supplier Quality Management
Stringent criteria for selecting and
evaluating suppliers.
Conduct regular audits to ensure suppliers
meet standards
3. Compliance and Reporting
Ensure compliance with all relevant
environmental regulations and standards.
Regularly monitor and report on
environmental performance.
3. Safety Culture
Continue to foster a safety-first culture
employees are encouraged to report.
Safety Leaders in field supporting safety first
culture and investigations.
4. Emergency Preparedness
Regularly update emergency response plans.
Conduct regular drills to ensure readiness for
emergencies.
Integration &
Implementation
1. Policy Embedment
Policies that align with the company’s values.
Communicate these policies to all stakeholders.
2. Performance Monitoring
KPIs to monitor performance.
Regularly review and analyze performance data
to identify trends and improvements.
3.Stakeholder Engagement
Engage with stakeholders to gather input and
build support for initiatives.
Provide regular updates on performance and
initiatives.
4. Technology and Innovation
Leverage advanced technologies to enhance
HSQE management.
Invest in research and development to
continuously improve practices.
12
9
8
8
8
4
3
0
2020
2021
2022
2023
Improvements
50
41
2024
44
40
30
15
20
10
0
1
2020
2021
0
2022
2023
2024
20
• CRH Ventures, subsidiary of CRH plc (NYSE:CRH, ~US$70bn market cap)
• A leading supplier of building materials with established operations globally
• A U.S. JV providing WaaS® will generate new revenue streams and
differentiated products relative to existing business model:
− Revenue from delivery of erected wall (WaaS®), not just manufacture of
blocks
− Construction automation improves competitive advantage and
efficiency
− Delivering customers real-time advantages and cost savings
• Currently undertaking 10 home Demonstration Program with CRH
Ventures in Fort Myers, Florida – 60% complete
• CRH Ventures may exercise option to form JV any time up until 45 days
post-completion of Demonstration Program
• Upon formation of JV, CRH Ventures will provide JV with:
• US$40m revolving loan facility to fund manufacture of Hadrian
X® robots; and
• initial purchase order for 20 Hadrian X® robots valued at US$40m
Non-refundable
Payment
schedule
• Pathway to fleet of 300 Hadrian X® robots set out with purchase order
tranches that set base expansion rate for the JV and can be accelerated
by agreement to meet the needs of the market1
Execution of
agreements
(Complete)
US$200K
US$800K
Site Acceptance
Test
(Complete)
Completion of
Demonstration
Program
US$600K
US$400K
Cape Coral
Lehigh Acres
Operational hub
Fort Myers, Florida
$0
1.
2.
Factory Acceptance
Test
(Complete)
Babcock Ranch
$500,000
$1,000,000
$1,500,000
$2,000,000
Refer presentation released to ASX on 18 January 2024 for rubric outlining details of pathway to 300 Hadrian X® robots in the agreement
All dollar figures in this chart refer to U.S. Dollars (US$)
21
1
2
3
4
5
6
New Century USA
New Century USA
164m2
166m2
2,211 CMUs & Bond Beam
Blocks
2,243 CMUs & Bond Beam
Blocks
Single storey
Layout:
Builder:
3 Bedroom, 2 Bathroom, Double Garage
New Century USA
New Century USA
Christopher Alan Homes
Next-generation Hadrian X (H03)
Robot:
Wall Area:
166m2
166m2
135m2
135m2
Besser Blocks (Concrete Masonry Unit) - 397mm x 194mm x 191mm
Concrete Bond Beam Blocks
Block
Type:
Block
count:
Christopher Alan Homes
2,243 CMUs & Bond Beam
Blocks
2,243 CMUs & Bond Beam
Blocks
1,779 CMUs & Bond Beam
Blocks
1,782 CMUs & Bond Beam
Blocks
22
Hadrian X® Manufacturing
• Development roadmap outlines updates to modules of each
individual Hadrian X® configuration as additional units are
manufactured
• H04 (Isuzu) currently ~94% complete
• H05 (Mack) manufacturing progressing – First Mack truck expected to arrive
30 Nov
• Areas of development focus aim to further improve speed,
accuracy, reliability and overarching economics of Hadrian X®
• Current roadmap contains configuration plans for the first 8
Hadrian X® units with various updates to modules scheduled
for implementation over time
• H04 will see updates to shuttles, boom and lay-head, while
H05 sees the largest number of changes, with updates to base
frame, pallet chain conveyor, shuttle management system,
transfer robot, pallet ejector, carousel rotator and roof
Development of shuttles highlights additional use cases with the ability to transport
heavy objects vertically at speed
Scaling Manufacturing Capability
• Initial purchase order of 20 Hadrian X® units from US JV, including
requirement of four Hadrian X® within first 12 months
• Scoping of scaling requirements for machinery, labour and capital
equipment to ramp up production underway
Utilising rapid prototyping, FBR is able to quickly design, develop and implement
changes to parts and modules
23
• Fully underwritten Share Purchase Plan to raise up to $8 million
at $0.038 before costs, representing an 11.6% discount to close
price on 31 October 2024
• Offer open to eligible shareholders to purchase up to $30,000 of
new fully paid ordinary shares in FBR with no brokerage,
commission or transaction costs
• Funds raised to provide additional working capital to deliver a
number of key upcoming milestones including completing the
second half of the 10 home Demonstration Program with CRH
Ventures
Parcels of Shares available under the Offer
Number of Shares
Total amount payable
26,316 (min)
$1,000.00
65,789
$2,500.00
131,579
$5,000.00
197,368
$7,500.00
263,158
$10,000.00
328,947
$12,500.00
394,737
$15,000.00
460,526
$17,500.00
526,316
$20,000.00
592,105
$22,500.00
657,895
$25,000.00
723,684
$27,500.00
789,474 (max)
$30,000.00
Timetable Event
Record date for SPP
Announcement of the SPP and trading halt lifted
Date
5.00pm (AWST), Friday, 1 November
2024
Monday 4 November 2024
SPP offer Opening Date
Thursday, 7 November 2024
SPP offer Closing Date
5.00pm (AWST), Tuesday, 26
November 2024
Announcement of results of SPP
Friday, 29 November 2024
Issue and allotment of new shares under the SPP
Tuesday, 3 December 2024
SPP holding statements dispatched and trading new
shares under SPP commences
Wednesday, 4 December 2024
FBR Share Purchase Plan Website www.computersharecas.com.au/fbrspp 24
Event
Indicative timing
✓ Successful execution of Factory Acceptance Test (FAT)
Completed
✓ Transport of Hadrian X® to the US
Completed
✓ Successful execution of Site Acceptance Test (SAT) in Florida
Completed
✓ Formal appointment of builders for Demonstration Program
Completed
✓ Build first six homes of Demonstration Program
Completed
❑ Completion of fully-underwritten SPP to raise up to $8.0 million
26 November 2024
❑ Completion of 10 house Demonstration Program
Q4 CY2024
❑ VIP Demonstration (U.S.) - Media, Strategic Stakeholders (re-scheduled due to bad
weather)
Q4 CY2024
❑ JV Option exercised
Up to 45 days post-Demonstration Program
❑ CRH Ventures Americas to provide US$40m debt facility to Fastbrick Americas JV
At exercise of JV Option
❑ FBR to receive US$40m purchase order for first tranche of 20 Hadrian X® units (of
potential 300 machine order)
At exercise of JV Option
❑ Commercial wall offtake agreements with key builder clients in Florida
Q1 CY2025
25
:
Important Notice
This presentation has been prepared by FBR Limited. This document contains background information about FBR Limited which is current as at the date of this
presentation. The presentation is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform
their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this presentation.
This presentation is for information purposes only. Neither this presentation nor the information contained in it constitutes an offer, invitation, solicitation or
recommendation in relation to the purchase or sale of FBR Limited shares in any jurisdiction. This presentation may not be distributed in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply in their own jurisdiction. A
failure to do so may result in a violation of securities laws in such jurisdiction.
This presentation does not constitute investment advice and has been prepared without taking into account the recipient's investment objectives, financial
circumstances or particular needs, and the opinions and recommendations in this presentation are not intended to represent recommendations of particular
investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks,
which include (among others) the risk of adverse or unanticipated market, financial or political developments. To the fullest extent permitted by law, FBR Limited, its
officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of
any information, statements, opinions, estimates, forecasts or other representations contained in this presentation. No responsibility for any errors or omissions from
this presentation arising out of negligence or otherwise is accepted.
This presentation may include forward looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions
which are outside the control of FBR Limited. For example (without limitation), supply chain challenges, capital markets, global unrest, inflation and sovereign risk could
impact our business. Actual values, results or events may be materially different to those expressed or implied in this presentation.
All amounts stated within this presentation are stated in Australian Dollars unless otherwise stated. Figures stated within this presentation may contain immaterial
rounding differences.
27
:
:
T: +61 8 9380 0240
E: investor@fbr.com.au
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