Neptune Annual General Meeting Tuesday, 27 November 2012 Agenda - - PowerPoint PPT Presentation

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 Operations 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 Chief Financial Officer

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Vincent Allegre Chief Operating Officer

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

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Partnerships

Developed strategic partnerships

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ADSV Dryden

5 year agreement to supply shallow water DSV vessel to Apache Energy in conjunction with Bhagwan Marine

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2012 Project Highlights

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Cable Lay Wind Farm Maintenance Services

2012 Project Highlights

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Bridge Inspection Design & Manufacturing Subsea Inspection

Current Market Conditions

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First saturation diving project Challenging & competitive environment New competitors Clients not awarded contracts in anticipated timeframe

Integrated Solutions Provider

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Robin King Chief Executive Officer

Resolutions and Proxies

Neptune AGM - Proxy Totals

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Resolution 1 For 295,923,786 Against 20,368,928 Open 13,058,028 Abstain 2,439,239 Excluded 7,015,671 Resolution 2 For 313,320,702 Against 11,445,327 Open 12,983,361 Abstain 1,066,259 Excluded Resolution 3 For 311,224,190 Against 14,334,772 Open 12,197,361 Abstain 1,059,326 Excluded Resolution 4 For 312,038,263 Against 12,373,293 Open 13,006,231 Abstain 1,397,862 Excluded

Neptune AGM - Proxy Totals

Resolution 6 For 302,896,663 Against 21,507,571 Open 12,937,361 Abstain 1,474,054 Excluded Resolution 7 For 313,172,254 Against 11,588,990 Open 13,086,761 Abstain 967,644 Excluded Resolution 8 For 300,020,233 Against 25,016,179 Open 12,063,031 Abstain 1,716,206 Excluded

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Resolution 5 For 312,056,698 Against 11,117,888 Open 12,989,031 Abstain 2,652,032 Excluded

1: Adoption of the Remuneration Report

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For Against Open Abstain Excluded

295,923,786 20,368,925 13,058,028 2,439,239 7,015,671

“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.”

2: Retirement by Rotation & Re-Election of Director – Mr Peter Wallace

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For Against Open Abstain Excluded

313,320,702 11,445,327 12,983,361 1,066,259

“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.”

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For Against Open Abstain Excluded

311,224,190 14,334,772 12,197,361 1,059,326

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.”

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For Against Open Abstain Excluded

312,038,263 12,373,293 13,006,231 1,397,862

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.”

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For Against Open Abstain Excluded

312,056,698 11,117,888 12,989,031 2,652,032

“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.”

5: Retirement by Rotation & Re-Election of Director – Mr John Cooper

6: Approval of Share Issue (Access Management)

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For Against Open Abstain Excluded

302,896,663 21,507,571 12,937,361 1,474,054

“That for the purpose of Listing Rule 7.4 and for all

• ther purposes, the Shareholders ratify the allotment

and issue of 59,118,372 Shares on the terms set out in the Explanatory Notes.”

7: Adoption of New Constitution

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For Against Open Abstain Excluded

313,172,254 11,588,990 13,086,761 967,644

“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.”

8: Approval of 10% Placement Capacity

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For Against Open Abstain Excluded

300,020,233 25,016,179 12,063,031 1,716,206

“That for the purpose of Listing Rule 7.1A and for all

• ther 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.”

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)

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Board’s Response

“Your independent Directors recommend that you accept the

• ffer 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.”

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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

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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

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Disclaimer

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This presentation has been prepared by the management of Neptune Marine Services Limited ABN 76 105 665 843 (the 'Company') for the benefit of investors and not as specific advice to any particular party or person. The information is based on publicly available information, internally developed data and other

• sources. No independent verification of those sources has been undertaken and where any opinion is expressed in this document it is based on the

assumptions and limitations mentioned herein and is an expression of present opinion only. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. The Company disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information, its accuracy, completeness or by reason of reliance by any person on any of it. Where the Company expresses or implies an expectation or belief as to the economic viability

• f future projects, such expectation or belief is based on management’s current predictions, assumptions and projections. However, such forecasts are subject

to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed, projected or implied by such

• forecasts. For more detail of risks and other factors, refer to the Company's other Australian Securities Exchange announcements and filings. The Company

does not have any obligation to advise any person if it becomes aware of any inaccuracy in, or omission from, any forecast or to update such forecast. This presentation may include certain "Forward-Looking Statements". All statements, other than statements of historical fact included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Distribution The distribution of this document in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. In particular, this document (or any copy thereof) may not be transmitted into the United States or distributed, directly or indirectly, to any US Persons and does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to US persons (within the meaning of Regulation S under the US Securities Act 1933, as amended (Securities Act) (US Persons)). The securities to which this document relates have not been registered and will not be registered, under the Securities Act or any US state or other securities laws, and may not be offered, sold or otherwise transferred in the United States or to, or for the benefit of, US Persons, except in transactions exempt from the registration requirements of the Securities Act in reliance on Regulation S. By accepting this document you hereby represent and warrant that you are not a US Person and are not acting on account of a US Person. The securities referred to in this document will not be registered under the US Securities Act 1933, as amended and there will be no offering of securities by the Company in the United States. This document has not been filed, registered or approved in any jurisdiction. No action has been taken or proposed to be taken to register or qualify this document, any securities

• r offer of securities referred to in this document, or otherwise permit a public offering of securities, in any jurisdiction outside Australia.