Macmahon
Annual Report 2023

Plain-text annual report

Annual Report 2023 Contents 2 60 Years of History 6 Year at a Glance 8 Our Business 12 Vision, Values and Strategy 21 Operational and Financial Review 55 Remuneration Report 128 Independent Auditor’s Report 14 Letter from the Chair 45 Sustainability 69 Financial Statements 134 Summary of Consolidated Reports 10 Our Capabilities 16 MD and CEO Report 49 Directors’ Report 127 Directors’ Declaration 136 ASX Additional Information This Annual Report is a summary of Macmahon’s operations and financial results for the financial year ended 30 June 2023. In this report, all references to ‘Macmahon’, ‘the Company’, ‘the Group’, ‘we’, ‘us’ and ‘our’ refer to Macmahon Holdings Limited (ACN 007 634 406) and its controlled entities unless stated otherwise. The information in this Annual Report covers all offices, sites and facilities wholly owned and operated by Macmahon, including the operational footprint that covers Macmahon Holdings Limited and its controlled entities. References in this report to a ‘year’ are to the financial year ended 30 June 2023 unless stated otherwise. All currency amounts are in Australian dollars unless stated otherwise. 1 60 Years of History 60 years ago a civil engineer from Adelaide dared to Be More. The Company he created that day was Macmahon. From humble beginnings to a global business we've evolved and grown to be Australia's mining contractor of choice. 1963 Macmahon is established Reported revenue of $1m and a profit of more than $38,500. 1967 First mining contract secured Nobles Nob Gold Mines at Tennant Creek in the Northern Territory. 1983 Macmahon is listed on the ASX With more than 1000 employees and $77m in revenue, Macmahon listed on the Australian Stock Exchange. 1987 Mining expansion Acquisition of FK Kanny & Sons. 1970 Darwin River Dam Construction commenced in 1970, with the earth and rockfill dam supplying water from 1972. 1992 Secured the contract for bulk handling of iron ore In Dampier for Hamersley Iron Pty Ltd. 1978 Railways and highways Macmahon began construction of the Tarcoola to Alice Springs Railway, as well as a section of the Great Northern Highway near Broome, WA. 1994 Overseas expansion Ventures in Chile and Malaysia. 2 Macmahon Annual Report 2023 ANNIVERSARY 1963-2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s 1995 Underground expansion Kalgoorlie based National Mine Management Pty Ltd. A Macmahon office was also established in Indonesia to explore business opportunities in the region. 1997 Fully accredited Macmahon became the first Australian contracting company to have its entire operations accredited to international Environmental and Quality Assurance standards. 1998 National growth in the civil sector Worked on the Adelaide-Crafters Highway and a tunnel project in South Australia, the upgrade of the Royal Australian Air Force based at Learmonth (as part of a joint venture) and the construction of a 87km rail formation for Hamersley Iron in Western Australia. 2001 Coal and construction wins New contracts at Blackwater, Queensland and Muswellbrook, New South Wales. The construction of the Alice Springs to Darwin Railway began and the Company also secured a 10 year road maintenance contract in Western Australia. 2006 Business growth Macmahon acquired ARD and CRE in 2006 to further expand its underground mining service offering. The Company also acquired 60 percent of MVM Rail, with the remaining 40 percent owned by Spanish company COMSA EMTE. Indigenous employment and training Macmahon established the Indigenous Mine Skills Program to provide pre-employment training for Indigenous people seeking a career in the resources sector. 2010 Mining contract in Africa Macmahon commenced its first African mining contract in Nigeria in February 2010. 2011 Mongolia bound Macmahon secured its first contract in Mongolia, for coal mining operations at the Tavan Tolgoi project. 2013 Mining future confirmed Macmahon finalises sale of construction business and confirms future focus on mining. 2014 Tropicana project demonstrates value of alliance contract model Macmahon continues to build a strong relationship with Anglo Gold Ashanti and Independence Group at Tropicana. Tropicana becomes Macmahon’s most significant contract. 2015 Macmahon secures major mining contracts in Australia and Indonesia Macmahon awarded mining services contracts at Telfer and St Ives in Australia and Martabe in Indonesia. L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 3 60 Years of History 2016 Macmahon awarded largest ever mining contract Macmahon awarded a US$2.8b mining services contract at Batu Hijau for PT Amman Mineral Nusa Tenggara. Macmahon re-established presence on the east coast of Australia with QCoal at the Byerwen Coal Mine. 2018 Macmahon adds civil capability Macmahon purchased TMM Group, a civil construction and maintenance services company based in Brisbane. 2019 Macmahon increases underground capability Macmahon acquired Western Australian based specialist underground contractor GBF Underground Mining Group (GBF). 2020 Macmahon awarded $700m contract extension at Byerwen Secured expansion and extension of existing coking coal contract in the Bowen Basin to November 2023, plus 2 year option. Macmahon awarded $250m contract for equipment hire and maintenance services at Foxleigh in Queensland. 2021 Macmahon expands WA underground operations Macmahon awarded a new 4 year mining services contract with Silverlake Resources for the Deflector Gold Mine, estimated at $220m. St Barbara awarded Macmahon a new mining services 5 year contract with a 3 year option for the Gwalia Gold Mine, estimated at $500m. Macmahon increases east coast presence with Anglo American for a 3 year, $200m surface mining contract at the Dawson South Mine in Queensland. King of the HIlls 2022 Commenced 5 year $650m contract for combined surface and underground mining services at Red 5’s King of the Hills Project in WA. Macmahon enters lithium market 2023 Macmahon entered the lithium market with a seven-year, $1.1b contract win at Greenbushes in WA with Talison Lithium. Mobilisation occurred in FY23 and mining operations commenced on 1 July 2023. Macmahon secured contract extensions at Martabe (7 years) and Byerwen (2 years) 4 Macmahon Annual Report 2023 ANNIVERSARY 1963-2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 5 Year at a Glance Financial Year 2023 Highlights Financials REVENUE $1.9b FY21 $1.35b FY22 $1.7b FY23 $1.9b UNDERLYING EBITDA UNDERLYING EBIT (A) $308.7m FY22: $291.4m $116.6m FY22: $100.8m UNDERLYING OPERATING CASH FLOW ORDER BOOK $306.0m FY22: $269.8m $5.1b FY22: $5.0b Revenue Diversification COUNTRY/REGION ACTIVITY Australia 81% Southeast Asia 19% Surface 65% Underground 25% Mining Support and Civil Infrastructure 10% CLIENT (%) AngloGold Ashanti 18.7% PT AMNT 14% QCoal 11.1% Newcrest 9% Red 5 Limited 8.7% Silver Lake 6.6% St Barbara 6.5% Other 6.2% PT Agincourt 4.1% Qmetco 4% Anglo American 3.9% BHP 3.8% Calidus 3.4% 6 COMMODITY Gold 56% Met Coal 21% Copper/Gold 19% Other Minerals 4% Macmahon Annual Report 2023 People We invest in building strong teams and seek individuals who want to make a significant contribution to our business. WORKFORCE SAFETY GROUP WORKFORCE TOTAL PEOPLE TRAINED TRIFR** FY23 (A) 8,368 758* 3.94 APPRENTICES GRADUATES TRAINEES PERCENT DECREASE 126 30 453 17.9% * 609 Macmahon people plus 149 external ** Total Recordable Injury Frequency Rate Major new projects and extensions Greenbushes Byerwen Martabe WESTERN AUSTRALIA QUEENSLAND INDONESIA Client: Talison Lithium Contract: Surface mining Commodity: Lithium New Project: 7 years with option to extend for 2 years Client: Byerwen Coal Contract: Surface mining Commodity: Coking Coal Extension: 20 months from November 2023 Client: PT Agincourt Resources Contract: Surface mining Commodity: Gold Extension: 7 years from April 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 7 Our Business Macmahon is a diversified contractor with leading capabilities in surface and underground mining, and mining support and civil infrastructure. As an ASX-listed company, we provide services to many of the largest resources projects in Australia and Southeast Asia. Founded in 1963, Macmahon services major resource companies across various commodity sectors. Our end-to-end mining services encompass mine development and materials delivery through to engineering, civil construction, onsite mining services, rehabilitation, site remediation, training and equipment maintenance and refurbishment services. Our Operations 27 4 4 8 Total Sites Australia Indonesia Malaysia Offices Perth Brisbane Jakarta Kalgoorlie Workshops Perth Boulder Coppabella Lonsdale Commodities Gold Metallurgical Coal Copper Limestone Nickel Mineral Sands Uranium Lithium 8 Macmahon Annual Report 2023 Map of Operations WESTERN AUSTRALIA Greenbushes King of the Hills Telfer Tropicana Warrawoona Boston Shaker Daisy Milano Deflector Granny Smith Gwalia King of the Hills Leinster Nicolsons Fimiston Kalgoorlie Consolidated Gold Mines QUEENSLAND Byerwen Dawson South Foxleigh Peak Downs Saraji VICTORIA Fosterville SOUTH AUSTRALIA Olympic Dam MALAYSIA Langkawi INDONESIA Batu Hijau Martabe Tujuh Bukit Hu’u Project AUSTRALIA 5 8 2 2 3 1 1 Surface Underground Mining Support and Civil Infrastructure SOUTH EAST ASIA 1 2 1 1 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 9 Our Capabilities SURFACE MINING Our surface mining division operates in Australia and Southeast Asia, offering a broad suite of services including: • Bulk and selective mining • Mine planning and analysis • Drill and blast • Crushing and screening • Fixed plant maintenance • Water management • Equipment operation and maintenance • Technology solutions partnering UNDERGROUND MINING Macmahon has a growing and highly experienced underground division specialising in underground mining and engineering services, including: • Mine development • Mine production • Raise drilling • Cablebolting • Technology solutions partnering • Shotcreting • Remote shaft lining • Production drilling • Shaft sinking • Paste Fill Engineering Macmahon's extensive engineering capabilities provide clients with tailored mining solutions for projects both above and below ground with the ability to undertake design and fabrication and complete onsite construction. Macmahon can deliver a comprehensive engineering, procurement, and construction offering from design to completion and maintenance, including: • Shaft lining and maintenance • Shaft fit out • Ore pass liners • Winder refurbishment • Conveying, crushing, materials handling • Emergency egress systems • Pump stations and rising mains • Site workshops and infrastructure Business Improvement Consulting Macmahon offers an advisory operational improvement service that can provide mine owners with the benefit of our contracting experience including: • Operator coaching and industry skills training • Cultural change programs for employees • Advice and assistance with mine planning, maintenance and employee engagement MINING SUPPORT AND CIVIL INFRASTRUCTURE Civil Construction Macmahon offers a wide range of design, civil earthworks, mine site infrastructure packages, mine rehabilitation, and closure services to mine owners, including: • Topsoil and overburden stripping • Bulk earthworks • Road design and construction • Mine infrastructure and services • Train loading facilities • Water infrastructure - dams, creek diversions, flood levies, and drainage structures • Revegetation • Rehabilitation monitoring and maintenance • Non-process infrastructure Equipment Maintenance, Refurbishment and Support Services Macmahon offers comprehensive equipment maintenance, refurbishment and support services for a wide range of mining equipment. Our facilities in Western Australia, Queensland and South Australia provide Macmahon with the ability to: • Service and maintain equipment, full in frame rebuilds including components, and complete repairs in workshops and/or in-field • Rapidly and efficiently deploy critical spares, parts and supplies to client locations • Train apprentices and employ a range of experienced tradespeople for rapid deployment to regional and remote sites 10 Macmahon Annual Report 2023 HIGHLIGHT PROJECT Greenbushes SURFACE MINING | LITHIUM DURATION 7-year contract plus an option to extend for up to two years CLIENT Talison Lithium Macmahon was awarded a seven year contract with Talison Lithium in 2022 to provide open-cut mining services of load and haul, and crusher feed for the major supplier of lithium mineral concentrates. Mobilisation commenced in late FY23 with mining operations commencing on 1 July 2023. The project is estimated to generate revenue in excess of $1.1b over its initial term. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 11 Vision, Values and Strategy Vision To be the preferred contracting and services company: For employees to work for For customers to use For shareholders to invest in Values In everything we do, we think and behave according to our values. UNITED BE INCLUSIVE • WORK TOGETHER • SUPPORT EACH OTHER We value diversity, inclusion and working together to achieve exceptional outcomes. COURAGE BE BRAVE • SPEAK UP • CHALLENGE YOURSELF We persevere and push through boundaries to strengthen our team. INTEGRITY BE HONEST • RESPECT PEOPLE • BE ACCOUNTABLE We are transparent, we live our values and take accountability for our actions. PRIDE BE HUMBLE • WORK HARD • CELEBRATE WINS We set high standards, pursue excellence, show humility and celebrate success. 12 Macmahon Annual Report 2023 Strategy Macmahon is focused on expanding and improving its end-to-end mining service capabilities to achieve sustainable growth and optimise financial returns. Our people are focused on improving efficiencies, investing in future relevance and diversifying and expanding our service offering. Strategic Overview Improve MARGINS AND EXECUTION Invest RELEVANCE AND COMPETITIVE ADVANTAGE Operational performance People and culture Contract management High performing systems, processes and functions Mining technology and digital transformation Embed sustainability capabilities Expand FOCUSED EXPANSION TO SUPPORT LOW CAPITAL GROWTH Lower the capital intensity of projects Continue growth of underground portfolio Diversify Value NEW BUSINESS GROWTH GROW SHAREHOLDER VALUE Accelerate growth in civil infrastructure services (mining and non-mining) Disciplined capital allocation to improve ROACE Review all aspects of our business to ensure maximisation of returns Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 13 Letter from the Chair EVA SKIRA AM INDEPENDENT, NON-EXECUTIVE CHAIR Dear Shareholders This year Macmahon celebrates its 60-year anniversary and 40 years listed on the Australian Securities Exchange. The Company was established in 1963 and issued its first annual report in 1964, reporting revenue of $1m and a profit of over $38,500. In the 2023 financial year, Macmahon delivered revenue of $1.9b and EBIT(A) of $116.6m, highlighting the extent of the Company’s growth. The FY23 result was on the back of another year of improved safety, operational and financial performance by the Company. This is an excellent result during a period which saw significant unseasonal wet weather in the first half, persistent skilled labour shortages across Australia and inflationary pressures across the mining industry and the global economy more broadly. We effectively managed these challenges whilst successfully attracting and retaining talent and growing our workforce to 8,368. This strong performance saw Macmahon meet revenue guidance, which was revised upwards in February, in addition to delivering record 14 underlying EBITDA and underlying EBIT(A). Macmahon has met or exceeded market guidance for six consecutive years, consolidating on our track record of earnings delivery. This achievement was underpinned by our continued focus on the disciplined execution of our strategy to drive improvement in operational performance, underlying EBIT(A) margins, return on average capital employed and cashflow generation. Throughout our 60-year history, our people have been at the heart of what we do, and their safety and wellbeing is paramount for Macmahon. I am pleased that we reported another improvement in our safety performance by reducing our Total Recordable Injury Frequency Rate, and we continued our industry-leading wellbeing “Strong Minds, Strong Mines” program. We also remain fully committed to eliminating sexual harassment within our business and industry. As always, we do not take positive results for granted and strive to improve our safety performance as a key operational objective every year. Our standalone Sustainability Report for FY23 expands upon the information provided in this Annual Report and further outlines our continued efforts to embed sustainability principles in our business planning, operations and culture. A critical focal point for the Board is the positive progression of Macmahon’s Environmental, Social and Governance activities and initiatives. I encourage you to read our Sustainability Report to get a full picture of the ESG initiatives we are undertaking and how they benefit Macmahon, our clients and the community. Macmahon delivered revenue of $1.9b and EBIT(A) of $116.6m, highlighting the extent of the Company’s growth. Macmahon Annual Report 2023 Disciplined capital management is always front of mind, and Macmahon is committed to paying a sustainable dividend in line with the Company’s capital allocation policy, currently targeting a payout ratio of 10-25% of underlying earnings per share. The Board is pleased to have declared a final dividend for the 2023 financial year of 0.45 cents per share, bringing the full-year dividend to 0.75 cents per share. This is an increase on the full-year FY22 dividend, representing a payout ratio of 23.3% of underlying earnings per share. At a Board level, we retain a team comprised of a diverse range of skills and experience. Post- financial year-end, Non-Executive Directors Mr Alex Ramlie and Mr Arief Sidarto stepped down from the Board after six years of valuable service. This is to concentrate on commitments related to the initial public offering and listing of PT Amman Mineral International (Amman) on the Indonesia Stock Exchange. Amman is the parent company of our major shareholder PT Amman Mineral Nusa Tenggara (AMNT). We subsequently welcomed Mr David Gibbs to the Board, who was appointed pursuant to AMNT’s rights to nominate up to two Directors to the Board under the long-standing Alliance Agreement between our companies. We look forward to working with Mr Gibbs as part of the broader AMNT team. In August I also announced that I will retire as a Director and Chair of the Board at the conclusion of Macmahon’s 2023 annual general meeting. Hamish Tyrwhitt, a current Director, will assume the role of Chair after the AGM. Over the past 12 years, including 4 years as Chair, I have seen Macmahon face challenges and build itself into a strong and sustainable business operating across Australia and Indonesia; this success is attributable to the efforts and dedication of the entire Macmahon team. Looking forward, Macmahon moves into FY24 with an increased order book due to contract extensions at Martabe, Telfer, Batu Hijau and Byerwen and a new contract win at the Greenbushes lithium project. This, combined with our strong strategic and operational discipline, positions us well for future success. FY23 HIGHLIGHTS Improved safety, operational and financial performance despite weather events, labour shortages and industry and global inflation challenges. Positive progression of ESG activities and initiatives. Secured contract extensions at Martabe, Telfer, Batu Hijau and Byerwen. Entered battery commodities with a new $1.1b contract at the Greenbushes Lithium Mine in Western Australia. Declared a final dividend of 0.45 cents per share, bringing our full-year dividend to 0.75 cents per share. On behalf of the Board, I would like to thank Managing Director and CEO, Mick Finnegan, for leading our team in delivering another excellent result and extend my thanks to all our people for their commitment and substantial contributions this year. I would also like to again thank our shareholders, clients, and suppliers for their ongoing support. On a personal note, it has been a privilege to support the Macmahon business during my service as a Director, and a pleasure to have worked with so many diligent, committed and positive people in the Macmahon team. I wish Macmahon and its people, clients, suppliers and shareholders well for the future. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 15 MD and CEO Report MICHAEL FINNEGAN MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER KEY ACHIEVEMENTS Macmahon has reported another year of increased revenue and earnings, achieving record EBIT(A) and EBITDA in FY23. This result is in-line with updated revenue and earnings guidance issued in June 2023 and marks the sixth consecutive year the Company has met or exceeded market guidance. This track record of consistency is particularly important given the significant global uncertainty over recent years, which has presented challenges for entire industries and governments. This has included the global pandemic, the ongoing war in Ukraine, significant supply chain disruption and high-cost inflation. While FY23 saw an easing in supply chain constraints, the skilled labour market remained tight, cost inflation was persistently high, and there was significant unseasonal wet weather on the east coast of Australia and in Indonesia. As with previous years, the disciplined execution of our strategy has been critical to enhancing our financial performance, along with the dedication and professionalism of our 8,368-strong workforce. Macmahon reported a 12% increase in revenue to $1.906b, meeting our updated full- year FY23 guidance. This growth was driven by increased activity across the business, a full 12 months of revenue on projects commenced in FY22 and inflation cost recoveries. Underlying EBITDA was up 6% to a record $308.7m, and EBIT(A) was up 16% to a record $116.6m, with margins at 16.2% and 6.1%, 16 respectively. Importantly, underlying Q4 FY23 EBIT(A) margin was 8.1%, achieving our target of 8%. Statutory Net Profit after Tax of $57.7m was up from the $27.4m we reported in FY22, which included significant non-recurring costs. Underlying operating cash flow before interest and tax was $306.0m, up 13% on FY22. EBITDA cash conversion was around 99.1%, demonstrating the strong cash generation capability of the business. Other key highlights during the 2023 financial year include: • Delivering year-on-year improvement in group safety performance; • Generating approximately $34.7m in free cash flow and reducing net debt to $201.9m ; • Leverage and gearing trending down from FY22; • Ending FY23 with a $5.1b order book after securing $2.6b in extension and new work, including the Greenbushes lithium project ($1.1b), Batu Hijau Phase 8 ($330m), Martabe ($500m), Telfer ($100m) and Byerwen ($440m); • Growing Underground revenue to $476m, which is approximately 25% of group revenue, consistent with Macmahon’s growth strategy to diversify into lower capital intensity businesses; Investing in civil infrastructure resources and capability to accelerate growth in FY24 and beyond; • • Achieving record production at King of the Hills and delivering improved performance at Boston Shaker and Deflector; • Supporting Calidus to strengthen its balance sheet through their recent capital raise and delivering improved operational performance at Warrawoona; and • Looking to expand our Strong Minds, Strong Mines program into schools to foster wellbeing and resilience in school-age children in Western Australia. HEALTH AND SAFETY Macmahon promotes a culture of continuous improvement, especially regarding the safety and wellbeing of our people. I am very pleased that our safety performance has again improved year-on-year. Macmahon’s Total Recordable Injury Frequency Rate (TRIFR) for FY23 decreased from 4.80 in FY22 to 3.94 in FY23. The Lost Time Injury Frequency Rate (LTIFR) decreased from 0.21 in FY22 to 0.13 in FY23. Macmahon Annual Report 2023 Our workplace wellbeing focus includes the commitment of Macmahon’s leaders to drive a safe, diverse, and inclusive workplace. In FY23, we executed key actions from our sexual harassment roadmap, including upskilling our onsite wellness champions to ensure progress continues. Next year the roadmap will be expanded to Respect@Macmahon, encompassing psychosocial, sexual harassment, culture and Winning at Macmahon focus areas. Macmahon’s Strong Minds, Strong Mines initiative continues to deliver mental, physical, and social health support to our people, their families, and the broader mining community. The program aims to remove the stigma around mental health and has now been extended to Strong Minds, Strong Schools, which is being piloted across Western Australia. PEOPLE Critical to delivering on our long-term targets is the continuing engagement of our people. While we have grown our workforce by nearly 20% over the last two years to meet increased activity levels, workforce challenges have persisted, and we continue to see shortages in skilled labour across Australia. Despite these headwinds, we have been successful in attracting and retaining talent with our workforce growing during the year to reach 8,368. This has been supported by a continued focus on embedding our evolved company values through the Winning at Macmahon program and the roll out of our Diversity, Equity and Inclusion Roadmap. We will continue to evolve and progress key initiatives in FY24, including additional pulse check surveys and an engagement survey to monitor progress. OPERATIONAL HIGHLIGHTS Delivering year-on-year improvement in group safety performance. Investing in civil infrastructure resources and capability to accelerate growth in FY24 and beyond. Generating approximately $34.7m in free cash flow and reducing net debt to $201.9m. Leverage and gearing trending down from FY22. Ending FY23 with a $5.1b order book after securing $2.6b in extension and new work, including the Greenbushes lithium project ($1.1b), Batu Hijau Phase 8 ($330m), Martabe ($500m), Telfer ($100m) and Byerwen ($440m). Growing Underground revenue to $476m, which is approximately 25% of group revenue, consistent with Macmahon’s growth strategy to diversify into lower capital intensity businesses. Supporting Calidus to strengthen its balance sheet through their recent capital raise and delivering improved operational performance at Warrawoona. Achieving record production at King of the Hills and delivering improved performance at Boston Shaker and Deflector. Looking to expand our Strong Minds, Strong Mines program into schools to foster wellbeing and resilience in school-age children in Western Australia. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 17 In FY24, our primary focus will be on further developing our culture. In August 2022, Macmahon introduced its evolved company values, defining how we collaborate, interact, and contribute to the ongoing success of our organisation. These values have become the driving force behind our achievements, and we are determined to build upon them to create an even stronger and more cohesive team. We have invested further in our people through the “Grow Our Own” program, which saw 758 people trained in FY23, including 453 trainees, 149 external trainees, 30 graduates and 126 apprentices. We are also proud to have launched a new-to-industry skills upgrade program for Australian Defence Force veterans. underlying earnings per share. This has been enabled through maintaining disciplined balance sheet management and consistent compliance with our internal Net Debt/EBITDA leverage ratio and gearing guiderails. Net Debt/EBITDA at 0.65x and Gearing at 24.9% were below our internal guiderails of 1.0x and 30%, respectively and are trending downwards from FY22. Cash on hand and unutilised banking facilities totalling $300m at year end support our growth outlook. This excludes a further $50m added to the Group's existing $200m syndicated finance facility in July 2023 as part of a prudent capital management strategy whilst improving liquidity and can be used for general corporate purposes. Of the facility increase, $6m was repaid resulting in a net increase of $44m. CAPITAL MANAGEMENT AND DIVIDEND We had another year of earnings growth, allowing us to increase our final dividend to 0.45 cents per share, bringing the total dividend for FY23 to 0.75 cents per share. This represents 23.3% underlying earnings per share which is in line with our stated target dividend payout ratio of 10% to 25% of Macmahon’s capital management strategy and capital allocation policy reflect the importance of paying stable dividends to our shareholders, balanced with the priority of retaining financial flexibility to execute our strategy. This will be continuously reviewed, particularly where leverage and gearing reduces. 18 Macmahon Annual Report 2023 There is significant opportunity across the mining and resources sector, and Macmahon has momentum moving into FY24, having secured $2.6b in revenue in new and extension work during FY23 bringing our order book to $5.1b at year- end. This order book provides a strong foundation for executing our strategy. Pleasingly, the tender pipeline is robust at approximately $10.6b and comprises highly filtered, strategically, and operationally aligned opportunities. Macmahon is on track for another year of positive performance. Macmahon has momentum moving into FY24, having secured $2.6b in revenue in new and extension work during FY23 bringing our order book to $5.1b at year-end. CONCLUSION I would like to thank the Board for their continued confidence in, and support of, me and our executive team. And ahead of Eva Skira's retirement at the 2023 AGM, I must thank and congratulate her for 12 years of dedication to Macmahon, including the invaluable support and guidance she has provided to to the executive team and I during this time. I would also like to thank our stakeholders and shareholders for their involvement, investment and ongoing support of our business and people. This includes our clients for their trust and shared approach to supporting and protecting the health and wellbeing of our people. Finally, I would also like to express my gratitude to the broader Macmahon team for their outstanding contribution this year. STRATEGY Our strategy focuses on responsibly growing our business and optimising underlying EBIT(A) margins, cash flow generation and return on average capital employed (ROACE) through diversifying the earnings mix and reducing the capital intensity of the business. In FY23, we made significant progress, including delivering sustainable operational improvements across our core surface and underground operations, and Q4 FY23 saw Macmahon exceed its target EBIT(A) margin of 8.0%. Underground mining has grown rapidly to approximately 25% of group revenue, around $476m from $53m in FY18. We see significant revenue growth potential for Macmahon in this area and a further improvement in operating margins and ROACE, given its higher margin and lower capital intensity profile. Civil infrastructure is another area where we are targeting accelerated growth; our pipeline reflects this. Near-term opportunities have been selected based on where Macmahon has an existing relationship and a competitive advantage. In parallel, we are investing in our capability and capacity and are pursuing teaming and strategic partnerships to deliver the magnitude of growth being pursued. Our strategic progress has enabled Macmahon to consolidate and optimise our core surface mining business, which provides scale and contract tenure. This foundation will be leveraged to diversify more selectively into lower capital-intensity project opportunities. While our surface mining business has more room to grow, our key focus is optimising margins, cost, and capital efficiency and pursuing lower capital intensity surface opportunities. In addition to growing our three core businesses, Macmahon will continue to invest in developing its people, systems, processes and technology offerings to improve our capabilities, competitiveness and long-term sustainability. OUTLOOK The global demand outlook for key minerals remains positive, notwithstanding central bank decisions during the past year to rapidly increase interest rates in response to high inflation. While inflation is now beginning to moderate, Macmahon continues to manage this and the tight labour market across Australia. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 19 20 Macmahon Annual Report 2023 Operational and Financial Review Macmahon provides mining, civil infrastructure and support services to miners throughout Australia and internationally. Headquartered in Perth, Western Australia, the Group derives revenue from surface and underground mining and mining support and civil infrastructure activities, which include civil design and construction (primarily on mine sites), equipment refurbishment and maintenance, training, design and fabrication of mining infrastructure, and mine site maintenance and rehabilitation services. A breakdown of our revenue by activity, county, client and commodity is shown in the charts on page 6. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 21 Surface Mining Macmahon's surface mining division offers a broad range of services including bulk and selective mining, mine planning, drill and blast, crushing and screening, water management, and equipment operation and maintenance. Macmahon’s surface mining fleet currently includes a broad range of excavators, dump trucks, front-end loaders, dozers, and drill rigs. Macmahon’s fleet is sourced from various providers, including Caterpillar, Hitachi, Liebherr and Epiroc. King of the Hills Project In January 2022, Macmahon commenced a five-year contract with Red 5 to provide surface and underground mining services at the King of the Hills Project near Laverton in Western Australia. Batu Hijau Copper/Gold Mine Macmahon is performing its life of mine contract to provide all mining services at the Batu Hijau mine in Indonesia for PT Amman Mineral Nusa Tenggara. Batu Hijau is a well-established, world-class copper/gold deposit. Phase 8 commenced in April 2023. Martabe Gold Mine Macmahon is contracted by PT Agincourt Resources to provide mining services at the Martabe Gold Mine in the North Sumatra province of Indonesia. The contract was extended in March 2023 by seven years to 2030. Langkawi Quarry Macmahon is currently fulfilling a mining services quarry contract for YTL Cement on Langkawi Island (Malaysia). KEY PROJECT ACTIVITY During the year, Macmahon provided services to the following projects: Tropicana Gold Mine Macmahon is fulfilling a life of mine contract at the Tropicana project in Western Australia for AngloGold Ashanti and joint venture partner, Regis Resources. During the period, Macmahon invested in its first electric haul truck fleet to increase production and improve safety. Telfer Gold Mine Macmahon is fulfilling a life of mine contract at the Telfer project in Western Australia for Newcrest. Byerwen Coking Coal Mine Macmahon has been providing open-cut mining services at the Byerwen Coking Coal Mine in Queensland’s Bowen Basin for QCoal since the establishment of the mine in November 2017. Dawson South Macmahon commenced a three-year contract in March 2022 to provide surface mining services for Anglo American’s Dawson South operations, an open-cut metallurgical coal mine in the Bowen Basin in Queensland. Warrawoona Gold Project Macmahon commenced an open-cut mining services contract in January 2021 for Calidus Resources at the Warrawoona Gold Project in Western Australia. Ramp up to full production occurred during 2023. 22 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 23 Underground Mining Macmahon’s underground mining division offers underground development and production services, a broad range of ground support services, as well as services to facilitate ventilation and access to underground mines, including shaft sinking, raise drilling and shaft lining. Macmahon’s underground mining fleet is comprised of trucks, loaders, jumbo drills, long hole production drills, and raise drills. This equipment is predominantly sourced from Sandvik, Komatsu, Epiroc and Caterpillar. KEY PROJECT ACTIVITY During the year, Macmahon provided services to the following projects: Gwalia Gold Mine Macmahon is fulfilling an underground mining services contract with Genesis Minerals at its Gwalia Gold Mine in Western Australia. The scope of work includes mine development, ground support, production drilling and blasting, loading and trucking, shotcreting and paste fill reticulation. Boston Shaker Gold Mine Macmahon provides all production and development mining services at the Boston Shaker underground mine at the Tropicana site, a joint venture between AngloGold Ashanti and Regis Resources. The scope includes the development of the Tropicana surface ore body through the Boston Shaker decline. King of The Hills Project In January 2022, Macmahon commenced a contract with Red 5 to provide surface and underground services at the King of the Hills Project near Laverton in Western Australia. The underground scope of works includes all development and production. Deflector Macmahon is fulfilling a contract to provide underground mining services to Silverlake Resources at the Deflector Gold Project in Western Australia. The underground scope of works includes all development and production. Daisy Milano Gold Mine Macmahon provides mining services to Silverlake Resources at the Daisy Milano underground mines near Kalgoorlie in Western Australia. Nicolsons Gold Mine Macmahon provided mining equipment and maintenance systems and support to Pantoro Limited at the Nicholson’s mine located in Halls Creek in Western Australia. Tujuh Bukit Macmahon continued to provide underground mining services and support, including fixed plant maintenance and road maintenance for the Exploration decline. Granny Smith Gold Mine Macmahon provides cablebolting services to Goldfields near Laverton in Western Australia. Fosterville Gold Mine Macmahon provides cablebolting services to Kirkland Lake Gold in Victoria. Leinster Nickel Mine Macmahon provided production drilling and other mining services to BHP in the eastern Goldfields in Western Australia. Other Macmahon provides raise drilling services to various sites in Australia, including King of the Hills for Red5, Norseman for Pantoro and BHP’s Cliffs Mine near Mt Keith in Western Australia, Tomingley Gold Mine in Dubbo, New South Wales for Alkane Resources and at Olympic Dam in South Australia for BHP, where Macmahon has been providing raise drill services for over 30 years. Macmahon’s growing engineering division provides various services to a number of clients, including engineering construction crews to BHP at Leinster Nickel Operations, shaft and winder refurbishment to BHP’s Olympic Dam Project, and ore pass liners for IGO Limited’s Cosmos mine. 24 Macmahon Annual Report 2023  Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 25 Mining Support and Civil Infrastructure Macmahon provides consulting, design, procurement, fabrication, construction, equipment sales and hire, equipment refurbishment, maintenance, training services and site rehabilitation services to the resources sector. Macmahon is focussed on building its civil infrastructure and construction business in Australia and Southeast Asia as part of its ongoing strategy to diversify its business. EQUIPMENT REFURBISHMENT, MAINTENANCE AND SUPPORT SERVICES Macmahon owns and operates world-class purpose-built equipment maintenance facilities, allowing it to support frontline contracting services with a full suite of equipment refurbishment, maintenance and skilled labour services. Macmahon’s primary workshop, located in Perth, Western Australia, is a key operational asset with the ability to rebuild equipment and components. This facility allows Macmahon to provide specialised workshop equipment services to internal and external clients and to rapidly and efficiently deploy supplies to client locations, and conduct essential in-field or onsite maintenance work. TRAINING SERVICES Macmahon is a registered training organisation with two training hubs located at our Coppabella Qld and Perth Airport WA facilities. Programs offered facilitate face-to-face training and assessment services involving mining simulated technologies to a range of new-to-industry and experienced industry workers. Our training services include National Traineeship Programs, apprenticeships, high-risk work licenses, first aid and equipment operator training. KEY PROJECT ACTIVITY During the year, Macmahon provided mining support and civil infrastructure services in Western Australia, Queensland and Indonesia, including: Fimiston Following completion of the Fimiston Tailings Storage Facility (TSF) Project for Northern Star, Macmahon has commenced construction of TSF 2, scheduled to be completed in FY24. Peak Downs and Saraji Mines Macmahon provides multiple mining services and rehabilitation projects in Queensland, including approximately 56ha of rehabilitation at Peak Downs and Saraji Mines. Foxleigh Project Macmahon has been fulfilling a contract to supply equipment hire and maintenance services for the Foxleigh Coal Mine in the Bowen Basin since March 2021. Hu'u Project Macmahon has constructed an 11km access road at the Hu’u copper-gold exploration project and continues to provide maintenance services for the access road on Sumbawa Island in Indonesia. Martabe Gold Mine Macmahon has commenced the construction of the new tailings dam at the Martabe Gold Mine in North Sumatra, Indonesia. Macmahon continued to successfully deliver long-term mining support and civil infrastructure services in addition to a number of rehabilitation and other projects to clients in the Bowen Basin. Macmahon is pursuing numerous additional opportunities to support its growth strategy in the civil, infrastructure and rehabilitation areas. 26 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 27 Financial Review FROM OPERATIONS BEFORE SIGNIFICANT ITEMS Revenue Australia Indonesia Other International Group Revenue EBITDA (underlying) EBIT(A) (underlying) NPAT (underlying) EBITDA (reported) EBIT (reported) NPAT (reported) 1H23 2H23 FY23 FY22 747.8 238.1 1.3 987.2 149.3 53.7 29.8 146.2 47.2 23.2 795.5 121.8 1.7 919.0 159.4 62.9 37.8 157.7 59.5 34.5 1,543.3 359.9 3.0 1,906.2 308.7 116.6 67.6 303.9 106.7 57.7 1,336.0 358.8 3.2 1,698.0 291.4 100.8 63.0 263.1 65.2 27.4 Note: With the exception of revenue and NPAT (reported), the other measures above are not defined by IFRS and are unaudited. Refer to the Summary of Consolidated Reports section for a reconciliation of underlying results. REVENUE ($M) UNDERLYING EBITDA ($M) FY 21 1,351 FY 22 1,698 FY 23 1,906 FY 21 250 FY 22 291 FY 23 308.7 UNDERLYING EBIT (A) ($M) UNDERLYING EBIT (A) MARGIN FY 21 96 FY 22 101 FY 23 116.6 28 FY 21 7.1% FY 22 5.9% FY 23 6.1% Macmahon Annual Report 2023 PROFIT AND LOSS Macmahon delivered revenue and earnings growth in line with its publicly stated guidance. Revenue for the Group increased by 12.3% to $1.9b (30 June 2022: $1.7b). This increase was largely attributed to ramping up of underground projects (Deflector and Boston Shaker), the inclusion of 12 months of revenue from projects commenced in FY22 (King of the Hills Surface and Underground, and Warrawoona), along with the organic growth in existing projects. Underlying earnings (before interest, tax, customer contracts amortisation and other adjusting items (EBIT(A)) for FY23 increased by 15.7% to $116.6m (30 June 2022: $100.8m). Similarly, underlying earnings before interest, tax, depreciation and amortisation (EBITDA) increased by 5.9% to $308.7m (30 June 2022: $291.4m). Working Capital Investment in net working capital decreased by 15.4% to $17.9m during the period, primarily due to stringent trade receivables collections. Current trade and other receivables and inventory increased from $299.0m and $89.9m, respectively, to $331.0m and $92.3m at 30 June 2023. The current trade and other payables at 30 June 2023, of $324.7m, increased from the prior year of $272.4m. Net Debt Net debt at 30 June 2023, reduced from $215.5m to $201.9m, representing a gearing of 24.9%. This comprised cash on hand at 30 June 2023, of $218.2m (30 June 2022: $198.0m), offset by borrowings of $420.1m (30 June 2022: $413.5m). Net debt to EBITDA for 30 June 2023, was 0.65 times. Depreciation (excluding amortisation on customer contracts) and Net Finance Costs Depreciation (excluding customer contract amortisation) and net finance costs for the year increased from $190.4m and $19.0m, respectively, to $191.7m and $24.3m. The increase in depreciation attributed to the growth in property, plant and equipment was primarily offset with lower depreciation on Batu Hijau as the original Phase 7 assets were fully depreciated by 31 July 2022. The decrease in net debt of $13.6m was primarily due to the stringent receivable collections. As at 30 June 2023, cash and unutilised working capital facilities totalled $299.9m (30 June 2022: $255.8m). In July 2023, the Group increased its syndicated finance facility by $50m to provide further flexibility in debt management. Of this, $6.0m was repaid on the facility resulting in a net increase of $44.0m. Tax The Group reported a tax expense of $24.7m and an effective tax rate of 30%. The prior year's effective tax rate of 40.6% was a result of non-deductible earn-out expense incurred. BALANCE SHEET Net assets increased from $559.5m to $608.8m at 30 June 2023. Total assets and total liabilities increased by $126.4m and $77.1m, respectively, primarily due to the expansion and ramp-up projects. The Group’s net tangible assets (NTA) increased by 10.1% to $598.3m at 30 June 2023 (30 June 2022: $543.5m). As a result, NTA per share increased from 25.2 cents per share to 27.8 cents per share. CASH FLOW Underlying operating cash flow (excluding interest, tax, acquisition and SaaS customisation costs) for the year ended 30 June 2023, was $306.0m (30 June 2022: $269.8m), representing a conversion rate from underlying EBITDA of 99.1%. Cash conversion was increased due to increased cash generation from operations and the improved receivables collection. Capital Expenditure Capital expenditure for property, plant and equipment for the year totalled $239.4m (2022: $279.0m), comprising $46.2m (2022: $120.2m) acquired through finance leases and $193.2m funded in cash. DIVIDEND The Board has approved the payment of a final dividend of 0.45 cents per share for FY23. This equates to a total dividend declared for FY23 of 0.75 cents per share. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 29 Risk Management Macmahon defines risk management as the identification, assessment and management of risks that have the potential to materially impact on its operations, people, reputation, and financial results. Given the breadth of operations, the geographies and the markets in which Macmahon operates, a wide range of risk factors have the potential to impact Macmahon. While Macmahon attempts to mitigate and manage risks where it is efficient and practicable to do so, there is no guarantee these efforts will succeed. Macmahon’s corporate governance statement sets out its risk management policy, which includes an overview of the policy, framework and processes. Summarised below are the material business risks that may affect the achievement of Macmahon's strategies, performance and prospects. INDUSTRIAL RELATIONS AND UNION CHANGES Macmahon aims to maintain strong relations with our workforce in order to ensure a safe and productive working environment. Disruptions to Macmahon's operations and work environment could occur due to increased union activism, shifts in the political landscape, or alterations in industrial relations legislation, which could potentially impact our ability to provide continuity of supply and/ or work environment. Macmahon has Enterprise Agreements to cover the majority of the wages workforce for existing projects. CYBERSECURITY, IT SERVICES AND IT INFRASTRUCTURES Cyber security risk has become a significant concern as the industry increasingly adopts digitisation and automation, becoming more vulnerable to cyber threats and attacks. The potential for cyber attacks, data misuse and release of sensitive information poses an ongoing risk to the business. To mitigate this risk, Macmahon has developed a Cyber Resilience Strategy and Cyber Security Management Framework in response to our security maturity assessment, which continues to evolve in accordance with industry changes. The implementation of the strategy to ongoing operations was embedded in the FY23 Business Plan, which included funding over FY23 and into FY24. FINANCING RISK Macmahon has diversified financing facilities with a number of external financiers. Our aim is to ensure that we continue to meet all our obligations under these facilities regardless of the financial climate. Default on the obligations of our financing facilities could cause withdrawal of financial support, insufficient cash flow to meet debt obligations, unexpected financial losses, changes in market conditions impacting the Company's financial stability, or potential loss of operational flexibility due to reduced liquidity and reputational damage. To mitigate this risk, Macmahon’s annual budgeting process includes forecasting of covenants for the next three years. Other controls include a prudent capital expenditure process, ongoing liquidity monitoring, and internal gearing and liquidity limits set yearly. CONTINGENT LIABILITIES Macmahon is exposed to a number of contingent liabilities, including those described in the notes to the Annual Report. The conversion of Macmahon's contingent liabilities into actual liabilities could result in a negative impact on Macmahon’s financial position and financial guidance due to unexpected financial burdens. To mitigate this, Macmahon has ongoing monitoring of contingent liabilities, changes to legislation and potential legal precedents. LOGISTICS AND SUPPLY CHAIN RISK Macmahon partners with various suppliers and joint venturers. Current global supply chains are more fragile due to macroeconomic uncertainty, which has the potential to impact our business operations significantly. In the era of globalised commerce, logistical and supply chain risks are rising due to geopolitical issues, supplier disruptions, and broader macroeconomic trends. Given the dependence on international suppliers and partners, these risks are particularly relevant for Macmahon. Macmahon is exposed to global macroeconomic issues and/or unethical practices of suppliers and joint venture partners, such as engagement in modern slavery, which could 30 Macmahon Annual Report 2023 disrupt Macmahon’s supply chain. This could cause potential disruptions to operations due to supply chain or logistical issues leading to delays and increased costs, damage to Macmahon's reputation and potential legal issues if associated with entities engaging in modern slavery, loss of trust among stakeholders, and possible sanctions or penalties from regulatory bodies. To manage this risk, Macmahon has implemented a regular review of procurement policies and procedures, monitoring inventory holdings and regular contact with key suppliers to optimise critical inventory needed to meet operational requirements and commercial teams managing clients to ensure that cost increase pass-on is optimised. MACROECONOMIC AND CHANGES IN POLITICAL LANDSCAPE RISK Macroeconomic and political landscape risks are becoming increasingly relevant as global markets continue to intertwine. For Macmahon, fluctuations in foreign currency exchange (FX) rates, commodity prices, and changing political and regulatory environments in the jurisdictions where Macmahon operates can significantly affect the bottom line. Macmahon is exposed to macroeconomic events or geopolitical tensions changes such as unstable foreign currency fluctuations, political conflicts, industry and commodity price volatility, or price inflation may have a negative impact on the business. BREAKDOWN IN CORPORATE GOVERNANCE Overseeing governance is a key function of the Board. Failures in Macmahon's corporate governance systems could lead to increased fraud rates, financial inaccuracies, safety issues, and reputational damage. This may be due to inadequate or insufficient oversight by the Board, non-compliance with governance standards, inadequate poor internal controls and audit mechanisms, or failure to adhere to regulatory requirements and ethical standards. Without the appropriate controls, there is an increased likelihood of fraudulent activities and financial misstatements, safety issues leading to employee harm, loss of life, operational disruptions, reputational damage attracting adverse reactions from shareholders, markets, and regulators, increased risk of litigation against the Company, and potential penalties or sanctions by regulatory bodies. To mitigate this, Macmahon maintains a formal Corporate Governance Statement and an annual review occurs of the Company’s main governance policies and procedures. This is supported by: • • • • internal management review processes; regular board meetings; internal and external auditing processes; representation undertakings by the executive team to the CEO and CFO every six months; and • a robust internal function that ensures the review and regular monitoring of whistleblower policy and hotline, code of conduct, corrective action and non-conformance standards. This is due to economic instability or downturns in the markets Macmahon operates in, political instability leading to policy changes, unpredictable fluctuations in foreign currency rates, volatile commodity prices, or high inflation rates. As a result, potential financial loss due to unfavourable economic conditions, challenges in meeting changing legal or regulatory requirements, operational disruptions due to political conflicts, decreased profitability due to currency or commodity price fluctuations, and potential reputational damage if unable to maintain compliance with evolving legal frameworks could occur. To manage this risk, developing a flexible business strategy that includes diversification of markets and products will further aid in minimising the FX impact/ exposure to intercompany debt and other foreign currency transactions. Macmahon monitors FX exposure closely and implements natural hedging across international operations as required. EXECUTIVE AND NON-EXECUTIVE PERFORMANCE The performance of Macmahon's leadership team is a critical determinant of the Company's success. In a highly competitive mining service industry, the Company's strategic direction, financial performance, and stakeholder confidence are all closely tied to the capability and judgement of the CEO and the Board. Inadequate leadership or decision-making by the CEO, inadequate Board composition, and lack of experience or capability of the Board and CEO could result in compromised strategic directions impacting the Company's growth and competitiveness, financial underperformance eroding shareholder value, and reduced decreased stakeholder confidence due Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 31 to lack of effective leadership, potential loss of key personnel, and reputational damage. Macmahon has implemented a comprehensive performance management system to mitigate this risk, which is reviewed regularly. In addition, the effectiveness of the Board is monitored by use of board evaluation processes and regular ‘in camera’ discussion. EXECUTION OF STRATEGIC CONTRACTS The proper execution of strategic contracts is vital for business continuity and growth. In the complex environment of mining operations, challenges such as project delays, cost overruns and early contract terminations can severely impact the Company’s financial health and reputation. If underperformance of project delivery, inefficient contract management, and premature contract termination were to occur, Macmahon could be exposed to delays and cost overruns, potential legal and regulatory issues arising from non- compliance with contract terms, damage to reputation, and potential loss of future business opportunities. To mitigate this risk, Macmahon has implemented continual improvement of contract management capabilities, emphasising robust planning, performance tracking and effective communication with involved parties. FATALITY / SIGNIFICANT EVENT RISK As a mining services company, our operations can be disrupted by pandemics, natural disasters, extreme weather events and major process or infrastructure failures. Macmahon could be exposed to multiple fatalities or unable to respond effectively to significant events such as natural disasters due to non-compliance with post- incident response procedures and lack of attention to occupational health, safety, and environment (HSE) practices. Failure to adhere to established safety protocols or a general lack of emphasis on occupational HSE practices could result in loss of life or injury to employees, significant damage to infrastructure, damage to the Company's reputation, and increased regulatory scrutiny. To mitigate this, Macmahon has implemented internal controls including: HSEQ and HR policies including critical control standards, an integrated safety health management system (SHMS), pre-employment medical screening, healthy lifestyle programs, drug & alcohol checks, employee assistance program, life saving rules, fatigue management, adequate workplace rest facilities and camp facilities, mental health programs, internal and external auditing of the SHMS and testing of response plans (Crisis and Emergency Management Plan, Emergency Preparedness and Response Procedure, and Project Emergency Response Plans). PIPELINE MAKEUP Macmahon's performance is impacted by its ability to win, extend and complete new contracts with an appropriate economic return (the “pipeline”). Pipeline degradation of Macmahon's order book pipeline could occur due to misalignment of business operations with market strategy and failure to win or extend new contracts. As a result, Macmahon could face financial losses due to uneconomic contracts and operational inefficiencies leading to resource strain, which ultimately impact overall financial performance and position due to failure to win or extend new contracts. Macmahon has applied a rigorous work pipeline process to mitigate this risk, including the authority to bid process and risk and opportunity standards, a Tender Review Committee reviews potential projects, and budgets are prepared to consider all secured work. LEGAL / REGULATORY NON-COMPLIANCE WITHIN ALL JURISDICTIONS IN WHICH MACMAHON OPERATE As well as Australia, Macmahon operates in international markets, including Indonesia and Malaysia, which may have a higher sovereign risk rating than Australia. This exposes Macmahon to additional adverse economic conditions, civil unrest, conflicts, terrorism, security breaches, bribery and corrupt practices. If Macmahon does not adequately monitor compliance with key legal or regulatory requirements in the jurisdictions it operates, then there is a risk of potential fines or legal proceedings, loss of social license to operate, impacting business continuity and growth, damage to reputation, and loss of trust among stakeholders - including clients and investors. 32 Macmahon Annual Report 2023 To mitigate this risk, Macmahon: • monitors political activity, policy, legislative and regulatory changes in the jurisdictions it operates; • engages with relevant authorities and agencies in those jurisdictions; and • maintains robust ongoing monitoring of changes in laws and regulations by HR, safety and legal teams. BREACH OF CLIMATE REGULATIONS As global focus on climate change intensifies, non-physical climate regulation risks such as policy changes, regulatory reforms and shifting investor expectations have emerged as significant considerations for companies. For Macmahon, failure to align with these changing expectations could result in reputational damage, legal penalties and reduced investment. As a result, potential regulatory penalties and reputational damage could occur. To mitigate this risk, Macmahon has completed a material mapping exercise to review and determine its most material ESG topics. Macmahon’s performance against each of these topics will be disclosed in its annual Sustainability Report. SOCIAL LICENSE TO OPERATE Local communities can significantly impact Macmahon's operations and corporate reputation. Local communities often depend on the project for employment, training and local business opportunities. Social licence to operate represents the level of acceptance or approval by local communities and stakeholders of Macmahon’s operations. With increased public scrutiny of the mining industry's social and environmental impact, maintaining a social licence is critical for ongoing success. If Macmahon fails to effectively manage environmental and social impacts of operation and meet the expectations of the community in the way it operates (e.g., controlling noise pollution, preserving heritage sites, protecting the environment, considering Native Title rights), Macmahon could be exposed to damaged reputation, potential loss of clients or tender and potential legal consequences for non-compliance with local regulations or expectations. To mitigate this risk, Macmahon has implemented active engagement and support in local community relations and sponsorship programs. In addition, Macmahon is ensuring local communities are considered when hiring and procuring supplies. Macmahon also supports a positive work environment through various health and wellbeing programs, and our Strong Minds, Strong Mines program provides mental, physical and social health support to our people and the broader mining industry. CAPITAL STRATEGY & STRUCTURE Macmahon aims to manage uncertainty related to changing macroeconomic conditions. We do the same when it comes to the volatility in commodity, currency and capital markets, given the impact they can have on our earnings, balance sheet and ability to pursue our strategy. If Macmahon fails to sufficiently plan capital spending, raise sufficient funds and meet financial covenants imposed by lenders, it could be exposed to potential inadequate capital structure to fund our strategic objectives, creating balance sheet risks such as issues with gearing, liquidity, or covenants. As a result, Macmahon could face difficulty in executing strategic initiatives due to a lack of necessary funding, potential breaches of covenants leading to penalties or increased borrowing costs, potential liquidity issues impacting daily operations, and diminished investor confidence due to perceived financial instability. To mitigate this risk, Macmahon has robust financial controls over gearing, liquidity and banking covenants to manage and structure capital and fund its strategic objectives. PSYCHOSOCIAL HARM RISK Psychosocial harm refers to incidents that may cause harm to the mental health of our workforce. Failure to adequately implement workplace policies or enforcement to prevent harassment or bullying, effectively report or provide support systems for affected employees, and provide adequate training to prevent such incidents could compromise Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 33 employee wellbeing. The deteriorating mental health of employees could lead to increased absenteeism or turnover, difficulty in attracting and retaining talent due to negative workplace culture, potential legal implications, operational disruptions due to workforce instability, and potential reputational damage impacting the Company's ability to retain clients and impacting operational and financial performance. To mitigate this risk, Macmahon is committed to ensuring the safety and wellbeing of our people, communities, and environment around us. The Respect@Macmahon Roadmap is always expanding and continues to drive improvements in this area. We implement policies and standards, including the Code of Conduct, Diversity and Inclusion Policy, Sexual Harassment Policy, and the Equal Employment Opportunity Complaint and Resolution Procedure, designed to protect our workforce. These underpin our approach towards managing psychosocial harm, providing clear guidance on the standards we expect all our operations to achieve. PEOPLE AND CULTURE Given the current shortage in skilled labour and surge in demand for contract mining services in Australia, Macmahon could face difficulties securing specialised skilled employees aligned with Macmahon’s values and objectives. This could result in significant operational delays and inefficiencies, reducing productivity and increasing operational costs. It can also elevate safety risks, as inexperienced workers may be more likely to be involved in workplace accidents. To mitigate this risk, Macmahon has made culture a focus of the business by championing our values, and pursuing a strategy of creating a rewarding and supportive workplace. The creation and implementation of various roadmaps such as the Respect@Macmahon Roadmap and the Diversity, Equity and Inclusion Roadmap have served to further embed the values statement across the business. Further Macmahon increased its apprenticeship intake and training program and completes ongoing culture employee engagement surveys. STRATEGIC PARTNERSHIP RISK - SERVICE PROVIDERS Strategic partnerships are vital in leveraging resources, sharing knowledge and competencies, and achieving operational efficiency. Macmahon strategically partners with providers of non-core services to grow the Company’s revenue and market share in targeted markets. A breakdown in these relationships and/or financial distress experienced by the partner(s) could lead to operational disruption, reputational damage and/ or financial losses. This is mitigated by extensive due diligence and procurement activities that ensure parties with complementary skill sets will accelerate our growth in mining support and civil infrastructure and enable us to secure larger-scale projects on acceptable commercial terms. INNOVATION RISK Adopting new technologies to achieve operational efficiency and cost-effectiveness is needed to remain competitive in the market. Macmahon positions itself as an early adopter of new technologies. Macmahon innovates through the optimisation of business and operational structures and processes. There is a risk that unmatched technological improvements by competitors could leave Macmahon at a competitive disadvantage and unable to compete. There is also a risk that Macmahon does not keep abreast of the changes in the current business environment, making the Company less attractive to clients. To mitigate this risk, Macmahon has a technology roadmap in surface and underground operations to enhance safe and efficient productivity. 34 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 35 Our Board EVA SKIRA AM MICHAEL FINNEGAN DAVID GIBBS INDEPENDENT, NON-EXECUTIVE CHAIR MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER NON-INDEPENDENT, NON-EXECUTIVE DIRECTOR DENISE McCOMISH BRUCE MUNRO HAMISH TYRWHITT INDEPENDENT, NON-EXECUTIVE DIRECTOR INDEPENDENT, NON-EXECUTIVE DIRECTOR INDEPENDENT, NON-EXECUTIVE DIRECTOR 36 Macmahon Annual Report 2023 EVA SKIRA AM MICHAEL FINNEGAN Independent, Non-Executive Chair Managing Director and Chief Executive Officer Appointed as Managing Director on 1 October 2019 Qualifications: BSc Experience and expertise: Mr Finnegan has more than 25 years of experience in the mining industry, with the last 20 years primarily spent in senior line management positions. Mr Finnegan has a strong commercial and technical background and has spent time in operations on the east and west coasts of Australia, as well as a number of countries throughout Asia. Current other listed directorships: None Former listed directorships (last three years): None Committee memberships: • Member of the Tender Review Committee Interests in ordinary shares: 5,020,008 Interests in performance rights: 12,342,701 Appointed 26 September 2011 Appointed as Chair on 27 June 2019 Qualifications: BA (Hons), MBA, Life Mbr SF Fin, Life Mbr FAIM, FAICD, FGIA, FCIS Experience and expertise: Ms Skira has a background in banking, capital markets, stockbroking and financial markets, previously holding executive positions at the Commonwealth Bank in the Corporate Banking/Capital Markets divisions and later with stockbroker Barclays de Zoete Wedd. Ms Skira has served on a number of boards in business, government, and the not-for-profit sectors across a range of industries, including engineering, infrastructure, health and finance. She is currently a Non-Executive Director of Western Power and Chair of the Catholic Education Commission of Western Australia. Ms Skira was recognised in the 2019 Australia Day honours list and awarded a Member of the Order of Australia for her significant service to business in Western Australia. She has previously been Deputy Chair at Metrobus, Chair of Westscheme Superannuation, Deputy Chancellor of Murdoch University, and a board member of MDA National Insurance. Ms Skira also understands sustainability and environmental practices, having been the Chair of the Water Corporation of Western Australia and Forest Products Commission. Current other listed directorships: None Former listed directorships (last three years): None Committee memberships: • Chair of the Nomination Committee • Member of the Remuneration Committee • Member of the Audit and Risk Committee Interests in ordinary shares: 982,621 Interests in share rights: 184,115 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 37 DAVID GIBBS DENISE McCOMISH Non-Independent, Non-Executive Director Independent, Non-Executive Director (AMNT Nominee) Appointed 13 July 2023 Appointed 1 March 2021 Qualifications: BSc (Hons), ARSM, C Eng Experience and expertise: Mr Gibbs has 40 years of international experience in large-scale mining operations with copper and gold, diamonds, uranium, coal (thermal and coke), talc and nickel laterite resources. His experience includes underground and open pit mining across South Africa, Namibia, Papua New Guinea, Australia, Thailand, and Indonesia. He holds a Bachelor of Science (Hons) degree in Mining Engineering, a Mine Manager Certificate First Class for Western Australia, and a Mine Manager Certificate from South Africa. Mr Gibbs is also an Associate of The Royal School of Mines (ARSM) and a Chartered Engineer (C Eng). Current other listed directorships: PT Amman Mineral Internasional Tbk (IDX: AMMN). Former listed directorships (last three years): None Committee memberships: • Member of the Nomination Committee Interests in ordinary shares: 60,000 Interests in share rights: None Qualifications: FCA, DipAcctgFoundn (Glam), MAICD Experience and expertise: Ms McComish has extensive financial, corporate, ESG and board experience across multiple sectors. Denise was a partner with KPMG for 30 years, specialising in audit and advisory services, and held leadership positions including KPMG Australia board member and national mining leader. Ms McComish is a Non-Executive Director of Webjet Limited, Gold Road Resources Limited, WA Electricity Generation and Retail Corporation (Synergy) and Beyond Blue Limited. Ms McComish has been a member of the Australian Takeovers Panel since 2013. She also serves as Advisory Board Chair for the ECU School of Business and Law and a WA Division Councillor for the Australian Institute of Company Directors. Ms McComish is a Fellow of Chartered Accountants Australia and New Zealand and a member of AICD and Chief Executive Women. In 2018, she was awarded an Honorary Doctorate in Business from Edith Cowan University. Current other listed directorships: Webjet Limited (ASX: WEB) and Gold Road Resources Limited (ASX: GOR). Former listed directorships (last three years): None Committee memberships: • Chair of the Audit and Risk Committee • Member of the Nomination Committee • Member of the Remuneration Committee Interests in ordinary shares: 569,927 Interests in share rights: None 38 Macmahon Annual Report 2023 BRUCE MUNRO HAMISH TYRWHITT Independent, Non-Executive Director Independent, Non-Executive Director Served 1 October 2019 to 21 August 2023 (Board approved leave of absence 11 April to 10 July 2023) Qualifications: BE (Hons), FIEAust Experience and expertise: Mr Munro has more than 40 years of experience as an engineer and manager with major construction and mining contractors in a number of countries, including Australia, Asia, India and southern Africa. From 2011 until his retirement in 2015, Mr Munro was the Managing Director of Thiess Pty Ltd, which during this period had approximately 20,000 employees and annual revenues up to approximately $7b. He has been involved as a contractor in developing and operating numerous mines for clients, including BHP, Glencore, Rio Tinto, BP, Peabody, Bumi Resources, Inco, Wesfarmers, Vale and Fortescue. Whilst Mr Munro held the role of CEO, Thiess was mining in excess of approximately 50m tonnes per annum of coal. Mr Munro has been a Non-Executive Director of Australian Pacific Coal Ltd. and Sedgman Ltd. He is an Honours graduate from the University of New South Wales School of Civil Engineering and a Fellow of the Institution of Engineers Australia. During his career, he served as a director on a number of industry bodies, international business councils and diversity groups. Current other listed directorships: None Former listed directorships (last three years): None. Committee memberships: • Chair of the Tender Review Committee • Member of the Audit and Risk Committee • Member of the Nomination Committee Interests in ordinary shares: 2,450,276 Appointed 1 October 2019 Qualifications: MIE Aust CPEng APEC Engineer (Fellow), ATSE (Fellow), HKIE Experience and expertise: Mr Tyrwhitt has over three decades of senior leadership experience in the global contract mining, engineering and construction sectors. He worked for Leighton Group (now CIMIC), at the time the world's largest contract miner, for 28 years including as Managing Director for Leighton Asia before leading its global operations as Group CEO from 2011 to 2014. Since leaving Leighton Group, Mr Tyrwhitt has held CEO and non-executive roles with construction and resources companies listed on the NASDAQ Dubai, Singapore and London stock exchanges, and is currently an executive with Fortescue. During his career he has also served on a number of industry bodies and advisory boards including for Infrastructure Partnerships Australia, the World Economic Forum and the Leadership Group of the Business 20 advisory group for the G20 intergovernmental forum. Mr Tyrwhitt is a fellow of the Australian Academy of Technological Sciences and Engineering, a fellow of the Institution of Engineers Australia, a member of the Hong Kong Institute of Engineers, and a member of the College of Civil Engineers, Australia. Current other listed directorships: None Former listed directorships (last three years): None Committee memberships: • Chair of the Remuneration Committee • Member of the Audit and Risk Committee • Member of the Nomination Committee • Member of the Tender Review Committee Interests in share rights: 521,660 Interests in ordinary shares: 525,010 Interests in share rights: 145,758 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 39 ALEX RAMLIE ARIEF SIDARTO Non-Independent, Non-Executive Director Non-Independent, Non-Executive Director (AMNT Nominee) Served 8 August 2017 to 13 July 2023 (AMNT Nominee) Served 8 August 2017 to 13 July 2023 Qualifications: BA, MA (Economics) Qualifications: BSE, BS, MBA Experience and expertise: Mr Ramlie is the President Director and Chief Executive Officer of PT Amman Mineral Internasional Tbk (Amman), which he joined in 2015 as a member of the founding team and successfully listed on the Indonesia Stock Exchange (IDX) in July 2023. He was instrumental in acquiring PT Newmont Nusa Tenggara (now renamed PT Amman Mineral Nusa Tenggara) by Amman from Newmont Mining Corp, Sumitomo Corp, and PT Multi Daerah Bersaing. Prior to becoming President Director of Amman, from 2011 to 2015, he was the President Director and Chief Executive Officer of IDX-listed PT Borneo Lumbung Energi & Metal Tbk, which operates a hard coking-coal mine in Tuhup, Central Kalimantan. Between 2012 and 2015, Mr Ramlie was also a Non-Executive Director of LSE-listed Bumi PLC and Deputy President Commissioner/ Deputy Chairman of IDX-listed PT Berau Coal Energy Tbk. He held Commissioner positions in IDX-listed PT Bumi Resources Tbk, PT Kaltim Prima Coal, and PT Arutmin Indonesia. Mr Ramlie holds Bachelor's and Master’s degrees in Economics from Boston University and began his career as an investment banker at Lazard Frères & Co. Current listed directorships: PT Amman Mineral Internasional Tbk (IDX: AMMN). Former listed directorships (last three years): None Committee memberships: • Member of the Nomination Committee Interests in ordinary shares: 2,251,217* Interests in share rights: 368,230 Experience and expertise: Mr Sidarto has extensive experience in the financial services and corporate sectors and currently serves as a Director of PT Amman Mineral International Tbk listed on IDX. Mr Sidarto commenced his career with Goldman Sachs in New York in its Structured Finance Division, and during his investment banking career, was responsible for deal execution (M&As, LBOs, restructuring, debt and equity capital raisings), select client relationships and cross-selling (commodities, asset-liability management products). He was appointed as a member of Goldman Sachs’ Asia Commitments Committee, which vetted all investment banking transactions in Asia (excluding Japan) and eventually ran their investment banking business in South East Asia. Before joining Amman, Mr Sidarto was Managing Director of PT Rajawali Corpora, the holding company of a diversified business group with investments in palm oil plantation, gold and other mining assets, transportation, infrastructure, hotels (St Regis, Four Seasons, Sheraton Hotels), property and media. Mr Sidarto holds an MBA from Harvard University and graduated summa cum laude with dual Bachelor's degrees in Finance from the Wharton School and Engineering from the School of Engineering at the University of Pennsylvania. Current listed directorships: PT Amman Mineral Internasional Tbk (IDX: AMMN). Former listed directorships (last three years): None Committee memberships: • Member of the Nomination Committee Interests in ordinary shares: 2,251,217* Interests in share rights: 368,230 * As at time of resignation on 13 July 2023. 40 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 41 Executive Management Team The diverse range of skills in our Executive Management Team provides a strong foundation for delivering strategic and governance initiatives to ensure we remain fully aligned with our culture, core values and success. MICHAEL FINNEGAN MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER Mr Finnegan was appointed CEO in 2016 and Managing Director in October 2019. Mr Finnegan holds a Bachelor of Science (Mining) and has over 25 years of experience in the mining industry. The last 20 years have primarily been spent in senior line management positions. Mr Finnegan has a strong commercial and technical background and has spent time in operations on the east and west coasts of Australia, as well as in a number of countries throughout Asia. URSULA LUMMIS CHIEF FINANCIAL OFFICER RICHARD MCLEOD CHIEF OPERATING OFFICER Mrs Lummis is a Chartered Accountant and holds a Bachelor of Commerce (Honours) degree in Accounting, Auditing and Tax. She joined Macmahon in 2018 as Group Financial Controller and was appointed Chief Financial Officer on 1 November 2021. Before Macmahon, Mrs Lummis had more than 20 years’ experience with KPMG South Africa and KPMG Australia, providing services to many globally listed companies in the mining and mining services sectors. Mr McLeod brings over 43 years of comprehensive international mining experience in open pit and underground environments. Prior to joining Macmahon in 2022, Mr McLeod worked in Senior Management positions for Anglo Gold Ashanti at the Tropicana and Sunrise Dam sites. He has a reputation for driving innovation and positive change across the industry in Western Australia, South Africa, and North America. He successfully adapts and embraces positive values-driven culture and passionately believes in his people’s success. 42 Macmahon Annual Report 2023 DONALD JAMES CHIEF COMMERCIAL OFFICER ELIZABETH GRAY EXECUTIVE GENERAL MANAGER, HSEQ Mr James is a Chartered Accountant FCA ANZ with extensive commercial, financial, operational and corporate experience in the mining and industrial services sectors. Over the past 21 years and before joining Macmahon, Mr James has been a member of group executive leadership teams in ASX-listed companies, including Seven Group Holdings, NRW and Perenti. He has held strategic key executive leadership positions and non-executive director roles in both developing and operational entities, within which he has demonstrated a strong focus on delivering high-return business outcomes. Ms Gray joined Macmahon as General Manager, HSEQ in 2020 and holds a Graduate Diploma in Occupational Health and Safety and a Bachelor of Nursing. Ms Gray has more than 20 years of experience in senior roles in health, safety and environment. Before Macmahon, she held management positions with Peabody, Sandvik, BHP and AngloCoal. NICOLA HAMILTON EXECUTIVE GENERAL MANAGER, PEOPLE MAHA CHAAR GENERAL COUNSEL Ms Hamilton commenced with Macmahon in February 2021 and holds a Bachelor of Human Resource Management (Honours). She has over 20 years of experience in people management with global resources companies, including PTTEP, Beach Energy and Schlumberger. She specialises in building and leading HR functions in diverse environments with expertise in business and strategic planning, building high- performing teams and cultures, change management, talent management and development, and employee relations. Mrs Chaar joined Macmahon in 2021 and is a senior executive and qualified lawyer with extensive national and international experience across legal, commercial, governance, and risk in various sectors, including resources, infrastructure, mining and commodities, engineering, oil and gas, and construction. She has significant experience advising on large-scale project developments and disputes and is also skilled in managing and documenting complex transactions and commercial contracts. Mrs Chaar holds a Master of Laws, a Bachelor of Laws (Honours), and a Bachelor of Science. She has authorised several published, peer-reviewed academic papers and articles. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 43 44 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Sustainability At Macmahon we are committed to embedding sustainability within our businesses strategy planning, operations, and culture so we can continue to grow responsibly and in a way that delivers positive outcomes to our team members, customers, investors, and the communities in which we operate. Macmahon is committed to meeting our goals in workforce diversity and gender equity, mental health and wellness, as well as supporting our partners with native rehabilitation activities and working with clients to reduce greenhouse gas emissions through potential decarbonisation actions with commercial and technological solutions. For further information, please refer to the standalone FY23 Sustainability Report. t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 45 Sustainability Year in Review Macmahon has also released a separate Sustainability Report available via the ASX or the Macmahon website. Governance COMPLIANCE WITH ASX CORPORATE GOVERNANCE COUNCIL’S PRINCIPLES AND ALL RELEVANT LEGISLATIVE REQUIREMENTS Environment TYRE REPAIR PROGRAM Since September 2019, we have: REPAIRED 354 TYRES MADE 377 PATCHES TRAVELLED 347,013 HOURS ON REPAIRED TYRES SAVED 432 TONNES OF RUBBER FROM BEING SCRAPPED (EQUIVALENT TO 94 NEW TYRES) 46 REVIEW MECHANISMS FOR ADVICE AND CONCERN ABOUT ETHICS INITIATE CONFLICT OF INTEREST REPORTING PROCESS NO REPORTED INCIDENTS OF CORRUPTION 4,218 TONNES OF MATERIAL RECYCLED COMPLETION OF BASELINE ENVIRONMENTAL FOOTPRINT PROJECT ZERO MAJOR ENVIRONMENTAL INCIDENTS OCCURRED LAND REHABILITATION 56 HECTARES IN AUSTRALIA 55 HECTARES IN INDONESIA 1,091 SCOPE 1 TONNES CO2-e 913 SCOPE 2 TONNES CO2-e GREENHOUSE GAS EMISSIONS Macmahon Annual Report 2023 Social DIVERSITY FIRST NATIONS PEOPLE FEMALE EMPLOYEES ACROSS THE WHOLE ORGANISATION FEMALE NON-EXECUTIVE DIRECTORS 4.7% 14.2% 33.3% FEMALES IN EXECUTIVE LEADERSHIP POSITIONS 57% FEMALE WORKFORCE AT MARTABE IN INDONESIA 32% INTERNAL AND EXTERNAL TRAINING APPRENTICES 126 6.3% FEMALE TRAINEES EXTERNAL TRAINEES 453 42% FEMALE 149 31% FEMALE STRONG MINDS, STRONG MINES In FY23 the Strong Minds, Strong Mines program was delivered across Australian sites. The program currently has 48 wellness champions assisting with continual site support. As a testament to this program, in FY22 Macmahon launched the Strong Minds, Strong Schools mental health program with a resounding success. During FY23, the program was extended and rolled out to other schools. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 47 48 Macmahon Annual Report 2023 Directors’ Report The Directors present their report, together with the financial statements for the consolidated entity (referred to as the ’Group’) consisting of Macmahon Holdings Limited (referred to as the ‘Company’) and the entities it controlled at the end of, or during, the year ended 30 June 2023. DIRECTORS The following persons were Directors of Macmahon Holdings Limited during the financial year and up to the date of this report unless otherwise stated: Eva Skira AM, Chair and Independent Non-Executive Director Michael Finnegan, Managing Director and Chief Executive Officer David Gibbs, Non-Executive Director (appointed 13 July 2023) Denise McComish, Independent Non-Executive Director Bruce Munro, Independent Non-Executive Director Alexander Ramlie, Non-Executive Director (resigned 13 July 2023) Arief Widyawan Sidarto, Non-Executive Director (resigned 13 July 2023) Hamish Tyrwhitt, Independent Non-Executive Director Particulars of their qualifications, experience, special responsibilities and any directorships of other listed companies held within the last three years are set out in this Annual Report under the “Our Board” heading on pages 36 to 40 and form part of this Directors' Report. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 49 Meetings of Directors The number of meetings of the Company’s Board of Directors (the Board) and of each Board committee held during the year ended 30 June 2023, and the number of meetings attended by each Director were: Board Independent Directors Audit and Risk Committee Remuneration Committee Nomination Committee Tender Committee M A 1 1 1 1 1 1 1 1 M 4 4 3 4 M 11 11 11 8 11 11 11 A 11 11 11 7 10 4 8 A 4 4 4 3 4 1 M 3 3 3 A 3 3 3 2 3 1 1 M 2 2 1 2 2 2 A 2 1 2 1 2 1 M 5 1 4 5 A 5 2 4 4 1 1 E Skira M Finnegan D McComish B Munro* H Tyrwhitt A Ramlie A Sidarto Chair Member M The number of meetings held during the period the Director was a Board and/or Committee member. A The number of meetings attended by the Director during the period the Director was a member of the Board and/or Committee. * B Munro was on Board approved leave of absence for the period 11 April to 10 July 2023 inclusive. COMPANY SECRETARIES Ben Secrett BEc JD GradDipACG (appointed 13 March 2023) Mr Secrett has over 15 years of experience as a legal, corporate advisory and governance professional for Australian and foreign listed entities, having worked for top-tier law firms, the ASX and entities in the resources and technology sectors. He holds a Bachelor of Economics from the University of Western Australia, a Juris Doctor law degree from the University of Notre Dame Australia, and a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia. Sophie Raven LLB (resigned 17 March 2023) Ms Raven is a corporate lawyer and company secretary, with extensive experience in Australia and internationally, with listed and unlisted companies operating in the resources, technology and fund management sectors. Before joining Macmahon, Ms Raven worked as company secretary and legal counsel for resources companies and as a corporate lawyer in South America, the Cayman Islands and Monaco. OFFICERS WHO WERE PREVIOUSLY PARTNERS OF THE AUDIT FIRM Ms McComish was a Director of the Company during the financial year and was previously a partner of the current audit firm, KPMG, at a time when KPMG undertook an audit of the Group. Ms McComish retired from the KPMG partnership on 30 November 2019, and was appointed as a Director of the Company on 1 March 2021. PRINCIPAL ACTIVITIES The principal activities of the Group consisted of providing surface mining, underground mining and mining support and civil infrastructure services to mining companies throughout Australia and Southeast Asia. Apart from the above, or as noted elsewhere in this report, there were no significant changes in the nature of the activities of the Group during the year under review. CORPORATE GOVERNANCE STATEMENT The Company's 2023 corporate governance statement is available from its website site at www.macmahon.com.au/about/corporate- governance/#corporate-governance-statement 50 Macmahon Annual Report 2023 DIVIDENDS Declared and paid during FY23 Dividends paid or declared by the Company to members since the end of the previous financial year were: Cents $ Date of payment Interim 2023 ordinary Final 2022 ordinary 0.30 0.35 6,464,958 6 Apr 23 7,350,514 7 Oct 22 Declared after year-end After the balance sheet date, the following dividends were declared by the Directors: Cents $ Date for payment Final 2023 ordinary 0.45 $9,697,437 11 Oct 2023 As the final dividend was declared after 30 June 2023, the financial effect of these dividends has not been brought to account in the consolidated financial statements of the Group for FY23. REVIEW OF OPERATIONS For the year ended 30 June 2023, the Group reported increases in revenue, underlying EBIT(A), EBITDA and reported profit after income tax. This was driven by organic growth, including the expansion of existing projects (Deflector and Boston Shaker) and the ramp up of 2022 awarded projects (King of the Hills and Warrawoona). Information on the operations and financial position of the Group and its business strategies and prospects is set out in the operational review and financial review on pages 21 to 29, and form part of this Directors' Report. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the year under review. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR Dividends On 22 August 2023 the Board approved a final dividend on ordinary shares of 0.45 cents per ordinary share in respect of FY23. Board On 13 July 2023, Messrs Alexander Ramlie and Arief Sidarto resigned as Non-Executive Directors of the Company and Mr David Gibbs was appointed as a Non-Executive Director of the Company. On 4 August 2023, the Company announced that Ms Eva Skira had advised of her intention to retire as a Non-Executive Director and as Chair of the Board at at the conclusion of the annual general meeting to be held on 20 October 2023, and that Mr Hamish Tyrwhitt will succeed Ms Skira as Macmahon’s Chair. On 21 August 2023, the Company announced the passing of Non-Executive Director Mr Bruce Munro. Syndicated finance facility Macmahon increased the net value of its syndicated finance facility from $194m to $238m. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Group in future financial years and the expected results of those operations have been included generally within the Annual Report. The Group plans to continue providing surface mining, underground mining and mining support and civil infrastructure services to mining companies throughout Australia and Southeast Asia. ENVIRONMENTAL REGULATION The Group is subject to environmental regulation in respect of its projects and operations business activities. The Group aims to ensure that the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with relevant environmental legislation. The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law. REMUNERATION REPORT (AUDITED) The audited remuneration report is set out on pages 55 to 67 and forms part of this Directors' Report. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 51 INDEMNITY AND INSURANCE OF OFFICERS The Company has indemnified the Directors and executives of the Company for costs incurred in their capacity as a Director or executive, for which they may be held personally liable, except where there is a lack of good faith. For the year ended 30 June 2023, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During FY23, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.  NON-AUDIT SERVICES Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 29 to the consolidated financial statements. The Directors are satisfied that the provision of non-audit services during the year by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Based on advice received from the Audit and Risk Committee, the Directors are of the opinion that the services as disclosed in note 29 to the consolidated financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services undermines the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity, acting as an advocate or jointly sharing economic risks and rewards. ROUNDING OF AMOUNTS The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to “rounding-off”. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration, as required under section 307C of the Corporations Act 2001, is set out on page 53. AUDITOR KPMG continues in office in accordance with section 327 of the Corporations Act 2001. RESOLUTION This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. EVA SKIRA AM Chair 22 August 2023 52 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 53 54 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Remuneration Report This Remuneration Report for the year ended 30 June 2023 has been audited by the Company’s external auditor. The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP) as defined by and in accordance with the requirement of the Corporations Act 2001 (the Act) and its regulations. t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 55 1 EXECUTIVE REMUNERATION 1.1 Overview The Company’s approach to remuneration is to compensate employees in a way that is cost-effective and appropriate for current industry conditions, but also sufficient to attract, retain and incentivise the calibre of personnel needed to effectively manage the Group’s business. To this end, the remuneration packages offered to executive key management personnel (KMP) have three components: • Market competitive fixed remuneration. • A short-term incentive opportunity to earn a cash bonus dependent on performance over an annual period. • A long-term incentive opportunity to earn Macmahon shares dependent on performance over multiple years. The targeted remuneration mix for executive KMP for the year ended 30 June 2023 is outlined below: Michael Finnegan Chief Executive Officer (CEO) and Managing Director Ursula Lummis Chief Financial Officer (CFO) Richard McLeod Chief Operating Officer (COO) Donald James Chief Commercial Officer (CCO) At risk Fixed remuneration Short-term incentive Long-term incentive1 34% 45% 45% 45% 33% 33% 33% 33% 33% 22% 22% 22% 1.2 Fixed remuneration The fixed remuneration paid to executive KMP is based on the size and scope of their role, knowledge and experience, market benchmarks for that role, and to some extent, the Group’s financial circumstances. Fixed remuneration comprises base salary, applicable role-specific allowances, and superannuation. Remuneration levels are reviewed annually by the Remuneration Committee through a process that considers the individual and overall performance of the Group. In addition, external advisors and industry surveys may be used to ensure the executive KMP’s remuneration is competitive with the market and relevant industry peers. During the year, benchmarking was completed by Align Advisors for the CEO’s and other executive KMP’s remuneration. Based on the results of the market benchmarking review, remuneration increases of 4.4% to the CEO, 18.2% to the CFO and 0.5% to the COO were provided from 1 July 2022. These increases were appropriate to bring them into line with relevant comparator companies. 56 Macmahon Annual Report 2023 1.3 FY23 Short term incentive (“STI”) During FY23, the STI opportunity provided to executive KMP had the following features: Description Performance measures and weighting Executive KMP are eligible to participate in the annual STI plan, which comprises a portion of their variable remuneration and is subject to performance measures. A combination of specific Group KPI’s are chosen to reflect the core drivers of short-term performance and to provide a framework for delivering sustainable value to the Group and its shareholders. The following KPI was chosen for the 2023 financial year: • EBIT(A) (100%) Reduced by the following negative modifiers: • Return on Average Capital Employed (ROACE) (20%) • Safety performance (10%) • Growth/order book (15%) • People culture (10%) The STI was structured to commence upon achievement of the Company’s publicly stated EBIT(A) guidance (gateway), and to increase in line with any additional EBIT(A), up to a cap. Reasons for using these targets The KPI and negative modifiers were chosen to reflect the core drivers of short-term performance and to provide a framework for delivering sustainable value to the group and its shareholders. Performance period Performance against the STI targets relate to the period from 1 July 2022 to 30 June 2023. Form of payment and timing of payment The STI award is determined after the end of the financial year following a review of performance over the year against the STI performance measures by the Remuneration Committee. The Board approves the final STI award based on this assessment of performance after which the STI is paid in cash. Executive claw back The after-tax STI payment to executive KMP may be claimed back by the Company at any time up to two years after payment in the event of: (a) A restatement of the Group’s financial results (other than a restatement caused by a change in applicable accounting standards or interpretations), the result of which is that any STI awarded to the KMP would have been a lower amount had it been calculated based on such restated results (b) Fraudulent, dishonest or other improper conduct of the executive KMP Board discretion The Board has the right to modify, reduce or remove the STI opportunity at any time, including if there is a fatality. Potential bonus awards The table below shows the potential bonus awards, as a percentage of total fixed remuneration (“TFR”), available to the executive KMPs under the FY23 STI Plan. Threshold $105m EBIT(A) 0% of TFR 0% of TFR 0% of TFR 0% of TFR Performance level Target $120m EBIT(A) 100% TFR 75% TFR 75% TFR 75% TFR Stretch $130m EBIT(A) 150% TFR 150% TFR 150% TFR 150% TFR M Finnegan U Lummis R McLeod D James The STI metric is pro-rata between the Threshold and Target performance level. For FY24, there will be no significant change to the STI plan. The Board will have the right to modify, reduce or remove the STI opportunity at any time. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 57 1.4 Long term incentive (LTI) At the discretion of the Board, the Company provides an LTI opportunity to executive KMP through the grant of performance rights. These performance rights can vest into fully paid ordinary shares in the Company, for no consideration, subject to meeting a performance condition and a continued employment condition. The purpose of this LTI opportunity is to incentivise executive KMP to deliver sustained increases in shareholder value over the long term. Performance condition The vesting of performance rights granted on 1 July 2022 are subject to the following vesting conditions weighted at 50% each: • Absolute total shareholder return (TSR) over a 3-year performance and service period. • Strategic objectives subject to the measurement period below and a 3-year service period: – – – Year 1 – Safety (4%); business mix (14%) Year 2 – People (4%); business mix (14%) Year 3 – Business mix (14%) For the purposes of calculating TSR, the starting share price is based on the volume weighted average price (VWAP) over the 30 calendar days before the first day of the performance period, and the closing share price is based on the VWAP over the 30 calendar days up to and including the final day of the performance period. For performance rights issued during FY23, the portion of each grant of rights eligible to vest at various levels of increase in Compound Annual Growth Rate (CAGR) TSR is: Company’s TSR performance over the performance period Proportion of performance rights that are eligible to vest at the end of the performance period Less than 10% CAGR TSR growth 0% Between 10% and < 15% CAGR TSR growth 50%, plus a straight-line increase in % award until 15% TSR is achieved At 15% CAGR TSR growth and above 100% Continued employment condition Performance rights lapse if a holder ceases employment before the rights vest unless the Board, in its absolute discretion, determines otherwise. There is no vesting of performance rights based solely on continued employment. Change of control If a change of control occurs or the Company is wound up or delisted, the Board may (in its absolute discretion) determine that all or a portion of the performance rights on issue will vest, notwithstanding the time restrictions or performance conditions applicable to the performance rights. Testing of the performance condition Performance rights are tested for vesting only once at the end of the performance period. That is, there is no re-testing of performance rights. 58 Macmahon Annual Report 2023 Dividends and voting rights Performance rights do not have dividend or voting rights. However, the shares allocated upon vesting of performance rights rank equally with other ordinary shares on issue. Restriction on disposal of shares The shares allocated to performance rights holders upon the vesting of those rights are initially held in a trust and are subject to disposal restrictions in line with the Company’s Securities Trading Policy. Performance rights granted in FY23 The number of performance rights granted to participants in the LTI Plan is generally at the discretion of the Board. During FY23, a total of 11,706,102 performance rights were granted to the current executive KMP. Refer to Table 6.3 for further details of performance rights granted during the year. In addition to the performance rights listed above, the Company granted performance rights to other senior employees of the Group subject to a three-year performance period and continued employment. Details of all performance rights issued by the Company are set out in note 28 to the consolidated financial statements included in this Annual Report. 1.5 Statutory performance indicators (including variable remuneration measures) The table below shows measures of the Group’s financial performance over the past five years as required by the Corporations Act 2001. However, these measures are not all consistent with the measures used in determining the variable amounts of remuneration to be awarded to executive KMP. Consequently, there may not always be a direct correlation between statutory key performance measures and the variable remuneration awarded to executive KMP. Statutory performance indicators Profit/(loss) after income tax expense from continuing operations ($m) Reported basic earnings per share from continuing operations (EPS) (cents) Dividends declared (cents per share) Dividends paid (cents per share)1 Share price at 30 June (cents) FY23 FY22 FY21 FY20 FY19 57.7 2.75 0.75 0.65 15.5 27.4 1.30 0.65 0.65 13.5 75.4 64.9 3.59 0.65 0.65 19.0 3.10 0.60 0.75 25.5 46.1 2.19 0.50 - 18.5 Total Shareholder Return (TSR) (%) 19.6 (25.5) (22.9) 41.9 (14.0) 1 0.65 cents per share includes the final dividend for FY22 of 0.35 cents per share and the interim dividend for FY23 of 0.30 cents per share. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 59 1.6 Employment contracts The Company’s executive KMP are engaged under ongoing employment contracts with no fixed termination date. However, these contracts may be terminated by notice from either party. Key details of the employment contracts of the executive KMP are set out below: Annual fixed remuneration including superannuation Other remuneration Notice periods to terminate Termination payments M Finnegan $ 940,000 Statutory entitlements; plus Short-term and long-term incentive opportunities as described above. 3 months’ notice by either party or payment in lieu, except in certain circumstances such as misconduct where no notice period applies. If the executive is terminated or resigns in certain circumstances following a change of control or delisting of Macmahon, a payment equal to 6 months of annual fixed remuneration, including superannuation. Any unvested performance rights held by the executive KMP lapse upon termination or resignation, unless the Board, in its absolute discretion, determines otherwise. Statutory entitlements plus Any unvested performance rights held by the executive KMP lapse upon termination or resignation unless the Board, in its absolute discretion, determines otherwise. U Lummis $ 550,000 R McLeod $ 640,900 D James $ 552,500 2 NON-EXECUTIVE DIRECTOR REMUNERATION The remuneration structure provided to Non-Executive Directors is distinct from that applicable to executive KMP. Non-Executive Directors only receive fixed remuneration, which is not linked to the financial performance of the Group. Subsequent to 30 June 2023, Mr Alexander Ramlie and Mr Arief Sidarto resigned from the Board effective 13 July 2023, Mr David Gibbs was appointed as a Non-Executive Director effective 13 July 2023, and the Company announced the passing of Non-Executive Director Mr Bruce Munro on 21 August 2023. As such, the information contained in the Remuneration Report includes details of Alexander Ramlie, Arief Sidarto and Bruce Munro's remuneration for the full year and no remuneration details for David Gibbs. For additional information, refer to the ASX announcements dated 13 July and 21 August 2023. The remuneration provided to Non-Executive Directors in FY23 is set out below: Eva Skira Denise McComish Bruce Munro2 Hamish Tyrwhitt Alexander Ramlie3 Arief Sidarto3 Total Cash remuneration1 $ Salary sacrifice for share rights $ Total $ 185,701 54,299 240,000 170,000 - 170,000 12,587 147,014 11,403 11,403 119,871 132,458 42,986 190,000 108,597 120,000 108,597 120,000 538,108 434,350 972,458 Cash remuneration includes salary, committee fees and superannuation. 1 2 Mr Bruce Munro was granted an approved leave of absence from 11 April until 10 July 2023. No Directors’ fees were payable during this period. 3 Mr Alexander Ramlie and Mr Arief Sidarto resigned from the Board effective 13 July 2023. Mr David Gibbs has been appointed as a Non-Executive Director, effective 13 July 2023. 60 Macmahon Annual Report 2023 The maximum aggregate amount, as approved by Shareholders most recently at the 2021 Annual General Meeting, that can be paid to Non-Executive Directors is $1,300,000 per annum, including superannuation (the Fee Pool). Non-Executive Directors have the option to sacrifice a percentage of their fixed remuneration for share rights. Share rights A Non-Executive Director Salary Sacrifice Plan was initiated by the Company during FY19, pursuant to which Non-Executive Directors may elect to sacrifice all or a portion of their annual pre-tax directors’ fees and committee fees (excluding superannuation) in the form of share rights. Vesting is contingent on the Non-Executive Director remaining continuously engaged by the Company as a Non-Executive Director. Share rights were granted in two tranches on 1 July 2022 (50% vesting on the day after the release of Macmahon’s half-year results and 50% vesting on the day after the release of Macmahon’s full-year results). The share rights may be cash settled at the request of the Non-Executive Director before vesting. For additional information on restrictions or failure to vest, refer to the ASX announcement dated 5 July 2018. In accordance with Australian Accounting Standards, as the share rights provide an option over equity, they have been fair valued as of their grant dates. Details of the share rights are provided in section 6. 3 REMUNERATION GOVERNANCE The Board oversees the remuneration arrangements of the Company. In performing this function, the Board is assisted by input and recommendations from the Remuneration Committee (“the Committee”), external consultants and internal advice. The Committee is responsible for the overview and recommendation to the Board of remuneration arrangements for Non-Executive Directors and executive KMP. The CEO and Managing Director, in consultation with the Board, sets remuneration arrangements for other executive KMP. No employee is directly involved in deciding their own remuneration, including the CEO. Further details of the role and function of the Committee are set out in the Remuneration Committee Charter on the Company’s website at www.macmahon.com.au. The Committee obtains advice and market remuneration data from external remuneration advisors as required. When advice and market remuneration data is obtained, the Committee follows protocols regarding the engagement and use of external remuneration consultants to ensure ongoing compliance with executive remuneration legislation. These protocols ensure that any remuneration recommendation from an external consultant is free from undue influence by any member of the Company’s executive KMP to whom it relates. The protocols for any external consultant providing remuneration recommendations prohibit them from providing advice or recommendations to executive KMP or Non-Executive Directors before recommendations are given to the Committee. These arrangements were implemented to ensure that any external party will be able to carry out its work, including information capture and formation of its recommendations, free from undue influence by the individuals to whom they relate. In FY23, the Company engaged Align Advisors to provide benchmarking information about market remuneration levels for the CEO and other KMP respectively in a peer group of ASX listed companies. This information was not a remuneration recommendation as defined by the Act, however, was considered by the Board in the FY23 remuneration review process. The Board is satisfied that the remuneration benchmarking data provided by Align Advisors was free from undue influence by employees of Macmahon. 4 VALUE PROVIDED TO KMP 4.1 Statutory remuneration for the year ended 30 June 2023 Details of the nature and value of each major element of remuneration provided to the executive KMP of the Company during FY23 are set out in the table below. In this table, the value of share-based payments has been calculated in accordance with Australian Accounting Standards. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 61 Directors Non-Executive E Skira (Chair) D McComish B Munro1 H Tyrwhitt A Ramlie A Sidarto Total compensation for Non-Executive Directors Year 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Salary $ 234,299 218,182 108,597 109,091 84,664 109,091 108,597 109,091 108,597 109,091 108,597 109,091 753,352 763,637 Short-term Post-employment Share-based payment2 Committee fees Cash bonus/ STI Non-monetary Total benefits short-term Super- Termination Options Performance performance options and Total annuation payments and rights related rights compensation Other long-term benefits $ - - 45,249 37,879 35,207 45,455 63,348 63,636 - - - - 143,805 146,970 $ - - - - - - - - - - - - - - $ - - - - - - - - - - - - - - $ 234,299 218,182 153,846 146,970 119,872 154,546 171,946 172,727 108,597 109,091 108,597 109,091 897,157 910,608 Short-term Salary and allowances Committee fees $ 914,524 873,726 524,532 294,001 610,625 163,913 524,524 217,892 2,574,205 1,549,533 3,327,557 2,313,170 $ - - - - - - - - - - 143,805 146,970 Executives M Finnegan Managing Director and Chief Executive Officer U Lummis Chief Financial Officer R McLeod Chief Operating Officer D James Chief Commercial Officer Total compensation for executive personnel Total compensation for Directors and Executives NED Footnotes Year 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 STI bonus $ Non-monetary Total benefits short-term $ $ Super- Termination Options Performance performance options and Total annuation payments and rights related % related % rights8 compensation % $ Post-employment Share-based payment Compensation Non- consisting of 698,301 1,119 1,613,944 85,608 25,476 924,000 1,119 1,798,845 78,692 25,774 306,435 236,564 357,081 135,938 306,435 172,881 1,668,252 1,469,383 1,668,252 1,469,383 340 340 - - - - 1,459 1,459 1,459 1,459 831,307 530,905 967,706 299,851 830,959 390,773 4,243,916 3,020,375 5,141,073 3,930,983 $ - - - - - - - - - - - - - - Other long-term benefits1 $ 49,193 28,020 58,080 16,277 51,047 21,637 243,928 144,626 243,928 144,626 $ 5,701 21,818 16,154 14,697 12,587 15,455 18,054 17,273 11,403 10,909 11,403 10,909 75,301 91,061 $ 25,468 15,763 30,275 16,391 27,986 11,274 109,205 69,202 184,506 160,263 Compensation Non- consisting of related % 1,210 1,985 $ - - 2,391 2,813 958 1,572 2,420 3,972 2,420 3,972 9,399 14,314 $ 479,572 486,793 89,134 67,044 57,797 - - - 693,547 486,793 702,946 501,107 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 53 59 40 41 38 41 38 41 45 46 41 32 % 100 100 100 100 100 100 100 100 100 100 100 100 100 - 47 41 60 59 62 59 62 59 55 67 59 68 % - - - - - - - - - - - - - - $ 241,210 241,985 170,000 161,667 134,849 172,814 190,958 191,572 122,420 123,972 122,420 123,972 981,857 1,015,983 22 2,204,600 20 2,390,104 9 - 6 - 6 - 0 45 0 2 995,102 574,689 1,123,105 332,519 967,789 423,684 5,290,596 3,720,996 6,272,453 4,736,978 1 2 Mr Munro was granted an approved leave of absence from 11 April until 10 July 2023. No Directors' fees were payable during this period. Represents the fair value at grant date of the share rights issued for salary sacrificed over the vesting period of the award. 62 Macmahon Annual Report 2023 Directors Non-Executive E Skira (Chair) D McComish B Munro1 H Tyrwhitt A Ramlie A Sidarto Total compensation for Non-Executive Directors Year 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Executives M Finnegan Managing Director and Chief Executive Officer U Lummis Chief Financial Officer R McLeod Chief Operating Officer D James Chief Commercial Officer Total compensation for executive personnel Total compensation for Directors and Executives Year 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Salary $ 234,299 218,182 108,597 109,091 84,664 109,091 108,597 109,091 108,597 109,091 108,597 109,091 753,352 763,637 $ 914,524 873,726 524,532 294,001 610,625 163,913 524,524 217,892 2,574,205 1,549,533 3,327,557 2,313,170 45,249 37,879 35,207 45,455 63,348 63,636 143,805 146,970 $ - - - - - - $ - - - - - - - - - - 143,805 146,970 Short-term Committee Cash bonus/ Non-monetary Total fees STI benefits short-term Post-employment Share-based payment2 Other long-term benefits Super- annuation Termination payments Options and rights Performance related Non- performance related Compensation consisting of options and rights Total compensation $ - - - - - - - - - - - - - - $ - - - - - - - - - - - - - - $ 234,299 218,182 153,846 146,970 119,872 154,546 171,946 172,727 108,597 109,091 108,597 109,091 897,157 910,608 $ - - - - - - - - - - - - - - $ 5,701 21,818 16,154 14,697 12,587 15,455 18,054 17,273 11,403 10,909 11,403 10,909 75,301 91,061 - - - - - - - - - - - - - - $ 1,210 1,985 - - 2,391 2,813 958 1,572 2,420 3,972 2,420 3,972 9,399 14,314 % - - - - - - - - - - - - - - % 100 100 100 100 100 100 100 100 100 100 100 100 100 - % - - - - - - - - - - - - - - $ 241,210 241,985 170,000 161,667 134,849 172,814 190,958 191,572 122,420 123,972 122,420 123,972 981,857 1,015,983 Short-term Post-employment Share-based payment Salary and allowances Committee fees STI Non-monetary Total bonus $ benefits short-term $ $ Other long-term benefits1 $ Super- annuation Termination payments Options and rights Performance related Non- performance related $ $ % % 698,301 1,119 1,613,944 85,608 25,476 924,000 1,119 1,798,845 78,692 25,774 306,435 236,564 357,081 135,938 306,435 172,881 1,668,252 1,469,383 1,668,252 1,469,383 340 340 - - - - 1,459 1,459 1,459 1,459 831,307 530,905 967,706 299,851 830,959 390,773 4,243,916 3,020,375 5,141,073 3,930,983 49,193 28,020 58,080 16,277 51,047 21,637 243,928 144,626 243,928 144,626 25,468 15,763 30,275 16,391 27,986 11,274 109,205 69,202 184,506 160,263 Executives Footnotes - - - - - - - - - - - - 479,572 486,793 89,134 - 67,044 - 57,797 - 693,547 486,793 702,946 501,107 53 59 40 41 38 41 38 41 45 46 41 32 47 41 60 59 62 59 62 59 55 67 59 68 Compensation consisting of options and rights8 % Total compensation $ 22 2,204,600 20 2,390,104 9 - 6 - 6 - 0 45 0 2 995,102 574,689 1,123,105 332,519 967,789 423,684 5,290,596 3,720,996 6,272,453 4,736,978 l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s 1 Other long-term benefits related to movement in annual and long service leave liabilities for each Executive. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s t h e C h a i r C E O R e p o r t i F n a n c a i L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 63 4.2 Voluntary information – Remuneration received by executive KMP for the year ended 30 June 2023 The amounts disclosed below reflect the benefits received by each executive KMP during the reporting period. M Finnegan U Lummis R McLeod D James Total Fixed remuneration1 $ Awarded STI (cash)2 $ Realised remuneration received $ 940,000 924,000 1,864,000 550,000 640,900 552,510 269,044 491,260 172,881 819,044 1,132,160 725,391 2,683,410 1,857,185 4,540,595 1 2 Fixed remuneration includes base salaries received and payments made to superannuation funds. The STI paid is the FY22 STI payment settled in FY23, and the FY23 STI will be paid in FY24. The amounts disclosed above are not the same as remuneration expensed in relation to each KMP in accordance with Australian Accounting Standards (see Table 4.1 above). Nevertheless, the directors believe that the remuneration received is relevant information for the following reasons: • The statutory remuneration expense for performance rights is based on the fair value determined at the grant date for all unvested rights and does not reflect the fair value of the rights vested and actually received by the KMPs during the year. • The statutory remuneration shows benefits before they are actually received by the KMPs (deferral and clawback of STI payments). • Where performance rights do not vest because a market-based performance condition is not satisfied (e.g. absolute TSR), the Company must still recognise the full amount of expenses even though the KMPs will never receive any benefits. The accuracy of the information in this section has been audited together with the rest of the Remuneration Report. 5 ANALYSIS OF STI BONUSES INCLUDED IN STATUTORY REMUNERATION FOR FY23 Details of the vesting profile of the short-term incentive cash bonuses awarded as remuneration to executive KMP are as follows: Included in statutory remuneration $ 698,301 306,435 357,081 306,435 Vested in year % Forfeited in the year % 74.3% 74.3% 74.3% 74.3% 25.7% 25.7% 25.7% 25.7% M Finnegan U Lummis R McLeod D James 64 Macmahon Annual Report 2023 The % vested during the year was based on the following: STI Award created on EBIT(A) EBIT (a) 0% 100% 150% 77.6% KPI Threshold Target Stretch Actual Award STI Negative Modifiers - % of the STI award forfeited Threshold Target Stretch Weighting % reduction of STI Award (20%) of award (20.0%) 0.0% 0.0% (15%) of award (15.0%) (10%) of award (10.0%) 0.0% 0.0% 0.0% % negative modified (3.3%) 0.0% 0.0% 0.0% 74.3% KPI ROACE Order Book Safety Target People culture target based on survey score (10%) of award (10.0%) STI awarded to KMP 6 EQUITY INSTRUMENTS 6.1 Rights over equity instruments granted as compensation Non-Executive Director share rights Details of share rights over ordinary shares in the Company granted to Non-Executive Directors during FY23 as part of the NED Salary Sacrifice Plan were as follows: E Skira D McComish B Munro3 H Tyrwhitt A Ramlie A Sidarto Salary sacrificed $ 27,149 27,149 – – 76,923 42,948 21,493 21,493 54,299 54,299 54,299 54,299 Number of rights granted1 Fair value at grant date2 $ Vesting date 184,115 184,115 - – 521,660 291,258 145,758 145,758 368,231 368,230 368,231 368,230 382 828 - – 1,081 1,310 302 656 763 1,656 763 1,656 Feb 23 Aug 23 - Feb 23 Aug 23 Feb 23 Aug 23 Feb 23 Aug 23 Feb 23 Aug 23 Tranche 1 Tranche 2 - – Tranche 1 Tranche 2 Tranche 1 Tranche 2 Tranche 1 Tranche 2 Tranche 1 Tranche 2 1 2 Share rights are issued under the NED Salary Sacrifice Plan and are not in addition to their fixed remuneration. In accordance with Australian Accounting Standards, as the share rights granted include an “option” over ordinary shares, the option element is required to be fair valued at the grant date. The fair value per share is $0.0021 for Tranche 1 and $0.0045 for Tranche 2. 3 Mr Bruce Munro was granted an approved leave of absence from 11 April until 10 July 2023. No Directors’ fees were payable during this period. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 65 Executive KMP performance rights and ordinary shares During FY23, the following performance rights were granted as compensation to executive KMP: M Finnegan U Lummis R McLeod D James Number of rights granted Vesting conditions Grant date Fair value per right at the grant date Earliest potential vesting date 3,050,848 Market 3,050,848 Non-market 788,644 Market 788,644 Non-market 1,081,356 Market 1,081,356 Non-market 932,204 Market 932,204 Non-market 1 Jul 22 1 Jul 22 1 Jul 22 1 Jul 22 1 Jul 22 1 Jul 22 1 Jul 22 1 Jul 22 0.0610 0.1250 0.0610 0.1250 0.0610 0.1250 0.0610 0.1250 1 Jul 25 1 Jul 25 1 Jul 25 1 Jul 25 1 Jul 25 1 Jul 25 1 Jul 25 1 Jul 25 Rights will expire before the termination of the individual’s employment or the day after they are tested by the Board against the vesting condition and found not to satisfy that condition. In addition to a continuing performance condition, vesting is conditional on the extent to which the Company achieves increases in absolute TSR over the performance period, as well as safety, people and business mix targets. 6.2 Details of equity rights affecting current and future remuneration Details of the vesting profiles of the performance rights over ordinary shares in the Company held by executive KMP during FY23 are as follows: Executive KMP Grant date (effective from) Fair value on grant date Number granted Number previously forfeited Number forfeited in 2023 Held at 30 June 2023 Financial year in which the grant vests, subject to performance Maximum value yet to vest1 M Finnegan 1 Jul 18 $0.090 19,394,872 (4,848,718) (14,546,154) - FY21 – FY24 (25% per year) 1 Jul 20 $0.142 2,467,420 1 Jul 21 (Tranche 1) $0.099 1,886,792 1 Jul 21 (Tranche 2) $0.177 1,886,793 1 Jul 22 (Tranche 1) $0.061 3,050,848 - 1 Jul 22 (Tranche 2) $0.125 3,050,848 - U Lummis 1 Jul 22 (Tranche 1) $0.061 788,644 1 Jul 22 (Tranche 2) $0.125 788,644 R McLeod 1 Jul 22 (Tranche 1) $0.061 1,081,356 1 Jul 22 (Tranche 2) $0.125 1,081,356 D James 1 Jul 22 (Tranche 1) $0.061 932,204 1 Jul 22 (Tranche 2) $0.125 932,204 - - - - - - - - - - - - - - - - - - - - 2,467,420 1,886,792 1,886,793 3,050,848 3,050,848 788,644 788,644 1,081,356 1,081,356 932,204 932,204 - - $62,453 $111,258 FY24 FY24 FY24 FY25 $124,068 FY25 $254,237 FY25 FY25 FY25 FY25 FY25 FY25 $32,072 $65,720 $43,975 $90,113 $37,910 $77,684 1 The maximum value of performance rights yet to vest is determined based on the amount of the grant date fair value that is yet to be expensed. 66 Macmahon Annual Report 2023 6.3 Analysis of movements in performance rights The movement during the reporting period by the number of performance rights over ordinary shares in the Company held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: M Finnegan U Lummis R McLeod D James Held at Granted as Forfeited Held at 1 July 2022 compensation during the year 30 June 2023 20,787,159 6,101,695 (14,546,154) 12,342,701 - - - 1,577,288 2,162,712 1,864,408 - - - 1,577,288 2,162,712 1,864,408 6.4 Analysis of movements in share rights The movement during the reporting period by the number of share rights over ordinary shares in the Company held, directly, indirectly or beneficially, by Non-Executive Directors, including their related parties, is as follows: Non-Executive Directors E Skira D McComish B Munro1 H Tyrwhitt A Ramlie A Sidarto Held at 1 July 2022 Salary Sacrifice Rights Granted Vested Held at during FY23 30 June 2023 146,999 368,230 (331,114) 184,115 - 208,249 116,374 - 812,918 291,516 - - (729,909) 291,258 (262,132) 145,758 293,999 736,461 (662,230) 368,230 293,999 736,461 (662,230) 368,230 1 Mr Bruce Munro was granted an approved leave of absence from 11 April until 10 July 2023. No Directors’ fees were payable during this period. 6.5 Movements in ordinary shareholdings The movement during FY23 in the number of ordinary shares in the Company held directly, indirectly or beneficially, by Non-Executive Directors and executive KMP, including their related parties, is as follows: Held at 1 July 2022 Other1 Vested rights2 30 June 2023 Held at Non-Executive Directors E Skira D McComish B Munro3 H Tyrwhitt A Sidarto A Ramlie Executive KMP M Finnegan U Lummis R McLeod D James Total 651,507 569,927 1,720,367 262,878 1,588,987 1,588,987 5,020,008 - - - - - - - - - - - - - 331,114 982,621 - 569,927 729,909 2,450,276 262,132 525,010 662,230 2,251,217 662,230 2,251,217 - - - - 5,020,008 - - - 11,402,661 - 2,647,615 14,050,276 Other changes represent shares that were purchased or sold during the year. Rights refer to share rights for Non-Executive Directors and performance rights for executives. 1 2 3 Mr Bruce Munro was granted an approved leave of absence from 11 April until 10 July 2023. No Directors’ fees were payable during this period. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 67 68 Macmahon Annual Report 2023 Financial Statements GENERAL INFORMATION The financial statements cover Macmahon Holdings Limited ("the Company" or "the Parent") as a consolidated entity (referred to hereafter as "the Group") consisting of Macmahon Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is the functional and presentation currency of the Company. Macmahon Holdings Limited is a public company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity. A description of the nature of the Group's operations and its principal activities are included in the Directors' Report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 22 August 2023. An accounting policy, critical accounting estimate, assumption or judgement specific to a note is disclosed within the note itself. 70 Consolidated Statement of Profit or Loss and Other Comprehensive Income 71 Consolidated Statement of Financial Position 72 Consolidated Statement of Changes In Equity 73 Consolidated Statement of Cash Flows 74 Notes to the Consolidated Financial Statements 127 Directors’ Declaration 128 Independent Auditor’s Report Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 69 Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue Other income Expenses Materials and consumables used Employee benefits expense Depreciation and amortisation expense Equipment and other short-term lease expenses Subcontractor costs Share-based payments expense Other expenses Operating profit Share of profit of equity-accounted investees, net of tax Operating profit, income and expenses from equity-accounted investees Finance costs Finance income Net finance costs Impairment of asset disposal group Profit before income tax Income tax expense Profit after income tax for the year Other comprehensive income Items that are or may be reclassified subsequently to profit or loss: Foreign currency translation Items that will not be reclassified to profit or loss: Equity investments at FVOCI - Net of change in fair value Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of the Company Earnings per share for profit attributable to the owners of Macmahon Holdings Limited Basic earnings per share Diluted earnings per share Note 2 3 4 4 4 28 4 25 4 4 4 32 5 20 10 Note 6 6 2023 $’000 1,906,150 8,539 (517,812) (817,621) (197,153) (99,258) (74,627) (898) (100,639) 106,681 294 106,975 (25,652) 1,342 2022 $’000 1,698,046 9,777 (445,585) (706,955) (197,867) (104,119) (71,011) (103) (116,211) 65,972 240 66,212 (19,319) 273 (24,310) (19,046) (252) (1,021) 82,413 (24,743) 57,670 46,145 (18,747) 27,398 5,271 (1,995) 3,276 9,740 - 9,740 60,946 37,138 2023 Cents 2022 Cents 2.75 2.74 1.30 1.30 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 70 Macmahon Annual Report 2023 Consolidated Statement of Financial Position Note 2023 $’000 2022 $’000 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Assets classified as held for sale Total current assets Non-current assets Investments accounted for using the equity method Trade and other receivables Property, plant and equipment Intangible assets and goodwill Other financial assets Deferred tax asset Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Employee benefits Provisions Liabilities related to assets held for sale Total current liabilities Non-current liabilities Trade and other payables Borrowings Employee benefits Deferred tax liability Total non-current liabilities Total liabilities NET ASSETS EQUITY Issued capital Reserves Net accumulated profits TOTAL EQUITY 8 9 11 5 32 25 9 15 16 10 5 12 18 13 14 32 12 18 13 5 19 20 218,162 331,009 92,252 12,033 - 197,958 299,006 89,949 372 3,490 653,456 590,775 792 46,847 720,057 10,560 8,480 24,523 811,259 476 22,962 672,576 15,993 - 35,496 747,503 1,464,715 1,338,278 324,739 121,861 70,376 26,447 - 543,423 1,959 298,247 3,934 8,303 312,443 272,375 112,299 61,063 25,153 619 471,509 384 301,171 5,714 - 307,269 855,866 778,778 608,849 559,500 563,118 (1,628) 47,359 563,118 (5,901) 2,283 608,849 559,500 The above consolidated statement of financial position should be read in conjunction with the accompanying notes Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 71 Consolidated Statement of Changes In Equity Consolidated Issued capital $’000 Reserves $’000 Accumulated losses $’000 Retained profits $’000 Total equity $’000 Balance at 30 June 2022 563,118 (5,901) (192,396) 194,679 559,500 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Treasury shares allocated on vesting of performance rights (note 20) Treasury shares purchased for compensation plans (note 20) Dividends (note 20) Share-based payments expense (note 28) Transfer of lapsed performance rights (note 20) - - - - - - - - - 3,276 3,276 431 (190) - 1,977 (1,221) - - - - - - - - 57,670 - 57,670 3,276 57,670 60,946 - - 431 (190) (13,815) (13,815) - 1,221 1,977 - Balance at 30 June 2023 563,118 (1,628) (192,396) 239,755 608,849 Consolidated Balance at 30 June 2021 Opening balance adjustment on application of IFRIC decision Issued capital $’000 Reserves $’000 Accumulated losses $’000 Retained profits $’000 Total equity $’000 563,118 (14,658) (192,396) 189,863 545,927 - - - (10,064) (10,064) Restated balance at 1 July 20211 563,118 (14,658) (192,396) 179,799 535,863 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Treasury shares allocated on vesting of performance rights (note 20) Treasury shares purchased for compensation plans (note 20) Dividends (note 20) Share-based payments expense (note 28) Transfer of lapsed performance rights (note 20) - - - - - - - - - 9,740 9,740 307 (319) - 103 (1,074) - - - - - - - - 27,398 - 27,398 9,740 27,398 37,138 59 - 366 (319) (13,651) (13,651) - 1,074 103 - Balance at 30 June 2022 563,118 (5,901) (192,396) 194,679 559,500 1 30 June 2021 balances have been restated to reflect the Group's change in accounting policy for costs related to configuration and customisation of Software-as-a-Service (SaaS) arrangements, disclosed in the FY2022 Annual Report. The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 72 Macmahon Annual Report 2023 Consolidated Statement of Cash Flows Cash flows from operating activities Receipts from customers Payments to suppliers and employees Payments to suppliers and employees for SaaS costs Receipts from joint venture entities Payments to joint venture entities Corporate development costs Interest received Interest and other finance costs paid Income taxes paid Net cash from operating activities Cash flows from investing activities Proceeds from disposal of property, plant and equipment Payments for property, plant and equipment Payments for intangible assets Proceeds from sale of disposal group held for sale Earn-out in relation to previous acquisition Net cash used in investing activities Cash flows from financing activities Purchase of own shares Proceeds from interest-bearing loans Repayment of interest-bearing loans Repayment of lease liabilities Dividends paid Note 2023 $’000 2022 $’000 2,140,565 (1,834,535) (2,941) 13 - (691) 1,342 (24,910) (11,989) 1,855,334 (1,585,391) (4,964) 66 (163) (351) 273 (19,379) (17,518) 266,854 227,907 3,630 (193,228) (30) 1,618 (5,130) 9,486 (162,559) (353) - (17,095) (193,140) (170,521) (190) 108,257 (64,008) (85,439) (13,815) (319) 80,993 (29,413) (83,076) (13,651) 7 15 16 20 18 18 18 19 Net cash used in financing activities (55,195) (45,466) Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents 18,519 197,958 1,685 11,920 182,079 3,959 Cash and cash equivalents at the end of the financial year 8 218,162 197,958 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 73 Notes to the Consolidated Financial Statements 75 A Results 102 F Debt and Equity 1 Operating segments 75 77 2 Revenue 78 3 Other income 78 4 Expenses 80 5 Tax 83 6 Earnings per share 84 B Cash Flow Information 84 7 Reconciliation of profit after income tax to net cash from operating activities 84 C Working Capital 84 8 Cash and cash equivalents 85 9 Trade and other receivables 10 Other financial assets 86 11 87 12 Trade and other payables 87 13 Employee benefits 88 14 Provisions 89 Inventories 90 D Fixed Assets 18 Borrowings 19 Equity – Issued capital 102 104 105 20 Equity – Reserves 107 G Unrecognised Items 107 22 Commitments 107 23 Events after the reporting period 108 H Other Information/Group Structure 108 24 Interests in subsidiaries 109 25 Interests in joint ventures 110 26 Related party transactions 27 Compensation of key 111 management personnel 28 Share-based payments 111 117 29 Remuneration of auditors 117 30 Deed of cross guarantee 120 31 Parent entity information 121 32 Disposal group held for sale 122 33 Other significant accounting policies Directors’ Declaration 90 93 15 Property, plant and equipment Intangible assets and goodwill 16 127 95 E Risk 95 17 Financial risk management 128 Independent Auditor’s Report 134 Summary of Consolidated Reports 136 ASX Additional Information 140 Corporate Directory and Glossary 74 Macmahon Annual Report 2023 A Results 1 OPERATING SEGMENTS Identification of reportable operating segments The Group has identified its reportable segments based on the internal reporting, which is reviewed and used by the Chief Executive Officer (the Chief Operating Decision Maker) in assessing the performance and in determining the allocation of resources between business units. Management have identified three operating segments; Surface Mining, Underground Mining and International Mining. These segments have been aggregated into "Mining" due to all segments exhibiting similar economic characteristics regarding the nature of the products and services, production processes, type or class of customers and methods used in rendering their services. The following describes the operations of each reportable segment: Mining The Group provides a broad range of mining services, which includes surface and underground mining, civil and rehabilitation services, equipment maintenance, rentals and management. Financial performance is measured with reference to underlying earnings before interest, tax and customer contract amortisation (EBIT(A)), as included in the internal reporting reviewed by the Chief Executive Officer, and is measured consistently with profit or loss in the consolidated financial statements. Segment EBIT(A) is used to measure financial performance, as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. The financial performance of each reportable segment is set out below: Consolidated – 2023 Revenue Revenue from contracts with customers Total revenue Underlying EBITDA Depreciation and amortisation expense (excluding customer contracts amortisation) Underlying EBIT(A) Finance income Finance costs Corporate development costs Share-based payments expense SaaS customisation costs Impairment of asset disposal group Amortisation on customer contracts Mining $’000 Unallocated $’000 Total $’000 1,906,150 1,906,150 - - 1,906,150 1,906,150 309,133 (474) 308,659 (190,565) (1,452) (192,017) 118,568 - (25,136) - - - (5,136) (1,926) 1,341 (516) (691) (898) (2,941) (252) - 116,642 1,341 (25,652) (691) (898) (2,941) (252) (5,136) Profit/(loss) before income tax expense 88,296 (5,883) 82,413 Segment assets Segment liabilities Capital expenditure 1,213,565 251,150 1,464,715 846,387 9,479 855,866 239,385 - 239,385 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 75 Consolidated – 2022    Revenue Revenue from contracts with customers Total revenue Underlying EBITDA Depreciation and amortisation expense (excluding customer contracts amortisation) Underlying EBIT(A) Finance income Finance costs Earn-out in relation to previous GBF acquisition Corporate development costs Share-based payments expense SaaS customisation costs Impairment of asset disposal group Amortisation on customer contracts Mining $’000 Unallocated $’000 Total $’000 1,698,046 1,698,046 - - 1,698,046 1,698,046 291,766 (324) 291,442 (189,109) (1,533) (190,642) 102,657 - (18,803) - - - - (7,225) (1,857) 100,800 273 (516) (21,945) (351) (103) (4,964) (1,021) - 273 (19,319) (21,945) (351) (103) (4,964) (1,021) (7,225) Profit/(loss) before income tax expense 76,629 (30,484) 46,145 Segment assets Segment liabilities Capital expenditure Australia Indonesia Malaysia Others 1,094,907 243,371 1,338,278 766,504 12,274 778,778 279,355 - 279,355 Geographical revenue from contracts with customers Geographical non-current assets 2023 $’000 2022 $’000 1,543,318 359,862 2,970 - 1,336,022 358,763 3,190 71 2023 $’000 677,109 126,198 7,952 - 2022 $’000 656,578 82,362 8,563 - 1,906,150 1,698,046 811,259 747,503 Major customers The revenue information above is based on the location of customers. Revenue from three projects related to three customers, individually greater than 10%, amounted to $734.362m (2022: three projects related to three customers, individually greater than 10%, amounted to $659.811m), arising from the provision of mining services. Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are regularly reviewed by the Chief Executive Officer in making decisions about resource allocation and performance assessment, and for which discrete financial information is available. Segment results reported to the Chief Executive Officer include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Unallocated items comprise corporate assets, net foreign exchange differences, finance income, income taxes, share-based payments and acquisition costs. Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets other than goodwill. 76 Macmahon Annual Report 2023 2 REVENUE Revenue from contracts with customers Consolidated 2023 $’000 2022 $’000 1,906,150 1,698,046 1,906,150 1,698,046 Services revenue The Group generates revenue from the provision of mining services, which includes surface and underground mining, civil and rehabilitation services, equipment maintenance, rentals and management. The activities for each contract were assessed as highly interrelated, and, as a result, the Group determined that one performance obligation exists for each of its mining contracts. The transaction price for each contract is based on agreed contractual rates to which the Group is entitled and may include a variable pricing element which is discussed below. Revenue for services is recognised over time based on the work completed and billed to the customer as the customer receives the benefit. Amounts billed to customers are not secured and are typically due within 5 - 60 days from the invoice issuance. Variable consideration Certain contracts with customers include a variable element that is subject to the Group meeting either certain cost targets or material movement KPIs. Variable consideration is recognised when it is highly probable that a significant reversal of revenue will not occur in a subsequent period. For the year ended 30 June 2023, variable consideration amounted to $19.54 m (2022: $36.772m) of which $10.232m (2022: $7.509m) was carried as a contract asset (note 9) and has subsequently been approved by customers. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 77 3 OTHER INCOME Net gain on disposal of plant and equipment Other Consolidated 2023 $’000 1,172 7,367 8,539 2022 $’000 3,416 6,361 9,777 For FY23, other income included in "Other" primarily relates to training rebates received. 4 EXPENSES Profit before income tax from continuing operations includes the following specific expenses: Consolidated 2023 $’000 2022 $’000 191 107,868 83,631 327 5,136 8 118,972 71,422 240 7,225 197,153 197,867 Consolidated 2023 $’000 2022 $’000 27,714 7,760 17,304 8,765 9,688 - 9,102 10,057 474 2,941 691 6,143 - 100,639 21,127 8,181 14,952 8,228 8,248 599 7,842 10,210 324 4,964 351 9,240 21,945 116,211 Depreciation and amortisation Depreciation Leasehold improvements Plant and equipment Right-of-use assets Amortisation Software Customer contracts Other expenses Other expenses includes the following: Freight expenses Consulting and other professional services Recruitment, training and other employee incidentals Travel and accommodation expenses Insurance expenses Expected credit loss (ECL) allowance Administrative and facilities expenses Information, communication and technology expenses Foreign exchange loss SaaS customisation costs Corporate development costs Other expenses Earn-out in relation to previous acquisitions 78 Macmahon Annual Report 2023 Employee benefits expense Employee benefits expense includes the following: Defined contribution superannuation expense Employee shares1 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Consolidated 2023 $’000 49,295 1,079 50,374 2022 $’000 38,964 - 38,964 1 Shares awarded to employees with no performance vesting hurdles other than service conditions form part of the total employee benefits expense. For information on the details of the share-based payments arrangements to these employees, refer to note 28(b). Net finance costs Finance costs include interest on lease liabilities and are expensed in the period in which they are incurred. Borrowing costs capitalised are amortised over the term of the facility. t h e C h a i r C E O R e p o r t Interest income on term deposits Interest expense on lease liabilities Interest expense and other facility charges on interest-bearing loans Other borrowing costs Lease Expenses Lease expenses includes the following: Leases under AASB 16 Leases Depreciation of right-of-use assets Equipment and other short-term lease expenses Consolidated 2023 $’000 (1,342) 13,007 9,887 2,758 24,310 2022 $’000 (273) 11,498 5,460 2,361 19,046 Consolidated 2023 $’000 2022 $’000 (83,631) (99,258) (71,422) (104,119) (182,889) (175,541) i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 79 5 TAX a) Income tax expense Income tax expense Current tax Deferred tax - origination and reversal of temporary differences Income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments Non-deductible expenses/(non-assessable income)1 Foreign tax rate differential Net temporary difference previously unrecognised Current year losses for which no deferred tax asset was recognised Deferred tax asset derecognised due to change in income tax rates Other2 Income tax expense 1 Non-deductible expenses primarily relates to the GBF earn out in the prior period. 2 Including withholding tax on dividends from international subsidiaries. b) Current assets and liabilities - income tax Income tax receivable/(payable) - International operations c) Non-current assets - deferred tax Net deferred tax (liability)/asset At the beginning of the financial year Income tax (charge)/credit recorded in the income statement Net deferred tax asset Consolidated 2023 $’000 5,467 19,276 24,743 82,413 24,724 270 33 (2,757) 294 (125) - 2,304 2022 $’000 20,926 (2,179) 18,747 46,145 13,844 31 6,531 (3,006) (557) (22) (1,805) 3,731 24,743 18,747 Consolidated 2023 $’000 12,033 12,033 2022 $’000 372 372 2023 $’000 2022 $’000 35,496 (19,276) 16,220 33,317 2,179 35,496 80 Macmahon Annual Report 2023 Consolidated Deferred tax asset comprises temporary differences attributable to: Inventories Property, plant and equipment Contract assets Other payables Employee benefits Other Unused tax losses carried forward2 Total Net Deferred tax assets1 Net Deferred tax liabilities1 Charged/(credited) to the income statement 2023 $’000 2022 $’000 2023 $’000 2022 $’000 2023 $’000 2022 $’000 - 943 - - - - 23,580 24,523 (4,444) 15,667 (45,133) 12,492 23,100 - 33,814 35,496 (4,381) (13,556) (45,880) 12,680 29,038 - 13,796 (8,303) - - - - - - - - 63 (28,281) (747) 187 5,938 - 3,564 (19,276) 1,690 (11,825) (10,531) (9,173) 4,628 (178) 27,567 2,178 1 Net Deferred tax assets and liabilities are disclosed separately where there is no right of offset due to different tax jurisdictions. 2 The Indonesian deferred tax asset of $23.6 million relating to tax losses is subject to utilisation within a 5 year period. Unrecognised deferred tax asset Available fraction tax losses Other non-deductible differences Unrecognised deferred tax asset 5,608 3,797 9,405 5,608 3,873 9,481 Income tax The effective tax rate for the current year is 30.0% (30 June 2022: 40.6%). Excluding withholding tax on dividends paid, the effective tax rate is 27.2% (30 June 2022: 32.5%). Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: • when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or • when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realised simultaneously. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 81 A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. The Indonesian deferred tax asset of $23.6million relating to tax losses is subject to utilisation within a 5 year period. Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to pay the related dividend is recognised. The Group does not distribute non-cash assets as dividends to its shareholders. Tax consolidation The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Macmahon Holdings Limited. Current income tax expense / benefit, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax-consolidated group and are recognised as amounts payable to / (receivable from) other entities in the tax consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the Group as an equity contribution or distribution. The Group recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the unused tax losses can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only. Nature of tax funding arrangements and tax sharing arrangements The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding arrangements require payments to / (from) the head entity equal to the current tax asset / (liability) assumed by the head entity and any deferred tax loss asset assumed by the head entity, resulting in the head entity recognising an inter-entity payable / (receivable) equal in amount to the tax asset / (liability) assumed. The inter-entity payables / (receivables) are at call. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities. The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. 82 Macmahon Annual Report 2023 6 EARNINGS PER SHARE Profit after income tax attributable to the owners of Macmahon Holdings Limited Consolidated 2023 $’000 57,670 2022 $’000 27,398 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 2,100,686,298 2,100,166,387 Adjustments for calculation of diluted earnings per share: Effect of performance rights on issue 3,786,014 6,515,039 Weighted average number of ordinary shares used in calculating diluted earnings per share 2,104,472,312 2,106,681,426 Earnings per share for profit attributable to owners of Macmahon Holdings Limited Basic earnings per share Diluted earnings per share Earnings per share Cents Cents 2.75 2.74 1.30 1.30 Basic earnings per share Basic earnings per share is calculated by dividing the profit/(loss) attributable to the owners of Macmahon Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares (if any), and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 83 B Cash Flow Information 7 RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES Profit after income tax expense for the year from continuing operations Adjustments for: Depreciation and amortisation expense Net (gain)/loss on disposal of plant and equipment Share of profit of equity accounted investees, net of tax Share based payments expense Net foreign exchange loss/(gain) Remeasurement of ECL allowance Impairment of asset disposal group Other1 Income tax expense Income taxes paid Net cash received from equity accounted investees Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in inventories Increase/(decrease) in trade and other payables Increase in employee benefits Increase/(decrease) in provisions Net cash from operating activities 1 Other includes GBF earn out in FY22. C Working Capital 8 CASH AND CASH EQUIVALENTS Cash on hand Cash at bank Consolidated 2023 $’000 57,670 197,153 (1,172) (294) 1,977 474 - 252 742 24,743 (11,989) 13 (60,424) (2,286) 51,427 7,501 1,067 2022 $’000 27,398 197,867 (3,416) (240) 103 324 127 1,021 22,417 18,747 (17,518) (97) (77,828) (24,897) 65,160 9,946 8,793 266,854 227,907 Consolidated 2023 $’000 12 218,150 218,162 2022 $’000 15 197,943 197,958 Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. 84 Macmahon Annual Report 2023 9 TRADE AND OTHER RECEIVABLES Current Trade receivables Contract assets Less: Provision for ECL Other receivables Prepayments Non-current Contract assets Other receivables Agency receivables Consolidated 2023 $’000 2022 $’000 64,236 204,534 (3,433) 265,337 56,129 9,543 49,363 201,852 (3,403) 247,812 44,011 7,183 331,009 299,006 12,146 8,839 25,862 46,847 9,387 4,075 9,500 22,962 Trade and other receivables Trade receivables are initially recognised at the fair value of the services provided to the customer and subsequently at amortised cost less expected credit loss allowances. Other receivables are initially recognised at fair value and subsequently measured at amortised cost less expected credit loss allowances (ECL). Due to the short term nature of these receivables, their carrying amount approximates their fair value. Other receivables include: • Contracted reimbursements for project closure costs of $8.569m (2022: $8.569m) relating to the costs recognised as part of the provision for contract closure. Refer to note 14; and, • VAT receivable of $32.913m (2022: $16.323m) relating to input tax credits collected on goods and services consumed has been classified as current, in part, to the extent that the Group expects to receive this within the next 12 months. A VAT receivable of $8.869m is classified as non-current as at 30 June 2023 (2022: $4.075m). Agency receivables The Group entered into a tripartite agreement with a customer and financier regarding certain mining equipment acquired for the mining contract. The tripartite agreement provides the financier with a put option and the customer with a call option over the equipment, whilst the Group acts as an agent between the financier and the customer, to source and maintain the equipment. The feature of the put/call transaction results in control and risk or reward of the equipment not being with the Group. Lease costs paid by the Group in relation to the equipment (including interest) in excess to the receipts from the customer is recovered from the customer on the earlier for the life of the asset or exercise of the put/call, which is represented by a non-current receivable at the end of the contract. Contract assets Contract assets of $200,582m (2022: $198.033m) relate to the Group's right to consideration of mining services rendered but not billed as at 30 June 2023. Contract assets are transferred to trade receivables when the Group issues an invoice to the customer. Included in contract assets are also current mobilisation costs of $6.203m (2022: $3.819m) capitalised at the commencement of the projects, where the recovery of these costs is included in future rates. These costs are amortised over the contract period as the income is earned. A balance of $9.895m of capitalised mobilisation costs is classified as non-current as at 30 June 2023 (2022: $9.387m) as the contract term for the projects is over 12 months. The balance of contract assets varies and is dependent on the scale of mining services rendered for the claim period, which is ordinarily a calendar month, immediately preceding the end of the reporting period. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 85 10 OTHER FINANCIAL ASSETS Non-current investments Equity securities - at FVOCI Consolidated 2023 $’000 2022 $’000 8,480 8,480 - - The Group participated in the capital raising by Calidus Resources Limited with an investment of $10.475m by way of converting $10.475m of existing receivables on 26 June 2023. Equity securities designated as at FVOCI The Group irrevocably designated the investments shown below as equity securities at fair value through other comprehensive income (FVOCI) at initial recognition because these equity securities represent investments that are not held for trading and the Group considers this classification to be more relevant. Investment in Calidus Resources Limited Fair value Dividend income recognised 2023 $’000 8,480 8,480 2022 $’000 2023 $’000 2022 $’000 - - - - - - No strategic investments were disposed of during 2023, and there were no transfers of any cumulative gain or loss within equity relating to these investments Fair value movements - Investment in Calidus Resources Limited Fair value at 1 July Additions Fair value movements in other comprehensive income Fair value at 30 June Consolidated 2023 $’000 - 10,475 (1,995) 8,480 2022 $’000 - - - - Other financial assets The Group classifies its financial assets to be measured subsequently at fair value (either through OCI or through profit or loss). The classification depends on the entity's business model for managing the financial assets and the contracted terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets, including their levels in the fair value hierarchy. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted rices included in Level 1 that are observable for the asset or liability, • either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). 86 Macmahon Annual Report 2023 Carrying amount Fair value FVOCI - equity instruments $’000 Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 8,480 8,480 - - 8,480 8,480 Financial assets measured at fair value Equity securities 11 INVENTORIES Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Inventories Less: Allowance for obsolescence Inventories at the lower of cost and net realisable value Consolidated 2023 $’000 97,664 (5,412) 92,252 2022 $’000 94,989 (5,040) 89,949 t h e C h a i r C E O R e p o r t Inventories are measured at the lower of cost and net realisable value. There was no write-down to net realisable value that was recognised as an expense during 2023. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs to sell. Allowance for obsolescence The provision for impairment of inventories assessment requires a degree of estimation and judgment. The level of the provision is assessed by taking into account the recent sales experience, current market conditions, the ageing of inventories and other factors that affect inventory obsolescence. 12 TRADE AND OTHER PAYABLES Current Trade payables Accrued expenses Other payables Deferred consideration in relation to the acquisition of GBF Non-current Other payables Consolidated 2023 $’000 2022 $’000 157,541 132,421 34,777 - 324,739 1,959 1,959 111,135 129,682 26,458 5,100 272,375 384 384 Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 to 60 days of recognition based on the credit terms. Accrued wages and salaries between the last pay period and 30 June 2023 of $8.502m (2022: $6.699m) are included within accrued expenses. Refer to note 17 for further details on financial instruments. L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 87 13 EMPLOYEE BENEFITS Current Annual leave Long-service leave Other employee benefits Non-current Long-service leave Consolidated 2023 $’000 2022 $’000 47,411 8,683 14,282 70,376 3,934 3,934 41,165 8,459 11,439 61,063 5,714 5,714 Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred. Long service leave The liability for long service leave is recognised in current and non-current liabilities, depending on the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields on high quality corporate bonds at the reporting date with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in future payments is available. Contributions to a defined contribution plan which are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value. 88 Macmahon Annual Report 2023 Termination benefits Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value. Superannuation plan The Trust Company Ltd is the Trustee of the Macmahon Employees Superannuation Fund (the Fund) and is responsible for all areas of compliance with regard to the Fund. There are less than 5 employees remaining in the plan. Other employee benefits Other employee benefits include short-term incentive plans (prior years deferred entitlements and current year estimates), site performance bonuses, sick leave accruals, religious holiday allowance for certain international staff and other short-term benefits. 14 PROVISIONS Movements in each class of provision during the current financial year are set out below: At 1 July 2022 Arising during the year Released during the year Utilised during the year At 30 June 2023 Project closure $’000 24,123 1,625 - (455) Other $’000 1,030 124 - - Total $’000 25,153 1,749 - (455) 25,293 1,154 26,447 Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, if it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax discount rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Provision for project closure The provision for project closure requires a degree of estimation and judgement around contractual term and expected redundancy and demobilisation costs. The provision is assessed by taking into account past history of contract closures and likelihood of contract extensions. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 89 D Fixed Assets 15 PROPERTY, PLANT AND EQUIPMENT Set out below are the carrying amounts of property, plant and equipment and right-of-use assets recognised and movements for the period: Consolidated At 30 June 2021 Additions Disposals Depreciation expense Transfers Exchange differences At 30 June 2022 At 1 July 2022 Additions Disposals Depreciation expense Transfers Exchange differences At 30 June 2023 Cost Right-of-use assets Buildings $’000 Plant & equipment $’000 Leasehold improvements $’000 Plant & equipment $’000 11,450 - - (1,533) - - 9,917 9,917 - - (1,452) - - 8,465 14,485 240,864 120,228 (2,103) (69,889) 1,076 424 290,600 290,600 72,313 (901) (82,179) (7,346) 28 272,515 444,466 62 - - (8) - - 54 54 3,490 - (191) - - 3,353 509 Total $’000 582,664 279,002 (5,864) (190,402) 2,094 5,082 330,288 158,774 (3,761) (118,972) 1,018 4,658 372,005 672,576 372,005 163,551 (1,389) (107,868) 9,253 172 672,576 239,354 (2,290) (191,690) 1,907 200 435,724 720,057 1,001,388 1,460,848 Accumulated depreciation and impairment losses Carrying amount at 30 June 2022 Cost Accumulated depreciation and impairment losses (4,568) (153,866) (455) (629,383) (788,272) 9,917 14,485 290,600 488,673 54 3,999 372,005 919,614 672,576 1,426,771 (6,020) (216,158) (646) (483,890) (706,714) Carrying amount at 30 June 2023 8,465 272,515 3,353 435,724 720,057 Security Leasehold improvements and plant and equipment are subject to a registered charge to secure banking facilities. Refer to note 18. Property, plant and equipment Property, plant and equipment is measured at cost, less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self- constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges from foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. 90 Macmahon Annual Report 2023 The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of plant and equipment is the estimated amount for which plant and equipment could be exchanged, on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of plant and equipment is based on external market appraisals from accredited, independent valuation specialists. When parts of an item of plant and equipment have different useful lives, the items are accounted for as separate items (i.e. major components) of plant and equipment. Depreciation and amortisation Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Depreciation on buildings, leasehold improvements and minor plant and equipment is calculated on a straight-line basis. Depreciation on major plant and equipment and components is calculated on machine hours worked or straight-line over their estimated useful life. Leased assets are depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term, or the cost of the right-of- use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. Land is not depreciated. Depreciation methods, useful lives and residual values are reviewed on regular basis with annual reassessments for major items and adjusted if appropriate. The expected useful lives for the current and comparative years are as follows: • Leasehold improvements: Period of the lease • Plant and equipment: 3-12 years • Right-of-use assets: Period of the lease Depreciation on certain components allocated to property, plant and equipment, including tyres, are based on their measure of usage. The carrying amounts of the Group's assets, other than inventories (see inventory accounting policy) and deferred tax assets (see income tax accounting policy), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see impairment of non-financial assets below). For goodwill, the recoverable amount is estimated annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to profits reserve. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 91 Subsequent costs The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation expenses for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation expense will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Impairment of non-financial assets other than goodwill and other indefinite life intangible assets The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions; including the continued performance of contracted work, growth rates of the estimated future cash flows and discount rates based on the current cost of capital. Non-current assets held for sale Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value less costs of disposal. Costs of disposal are the incremental costs directly attributable to the disposal of an asset, excluding finance costs and income tax expense. For non-current assets to be classified as held for sale, those assets must be available for immediate sale in their present condition and their sale must be highly probable. Non-current assets classified as held for sale are separately presented on the face of the consolidated statement of financial position as current assets. Impairment of assets For the year ended 30 June 2023, the Group assessed whether there were any indicators of impairment. The Company’s market capitalisation at 30 June 2023 was below its net assets and management considered this factor an impairment indicator at 30 June 2023. The recoverable amount was determined by calculating the higher of Fair Value less Cost of Disposal (FVLCD) and Value in Use (VIU) for the group CGU’s. The CGU’s of the Group are Surface Mining, Underground Mining and International Mining. At 30 June 2023, none of these CGU’s were considered to be impaired as the recoverable amount was greater than the carrying value of the assets in the CGU, resulting in no impairment. In addition, an independent desk top valuation was obtained for certain major equipment in Australia. The valuation exceeded the carrying amount. 92 Macmahon Annual Report 2023 16 INTANGIBLE ASSETS AND GOODWILL Set out below are the carrying amounts of intangible assets recognised and movements for the period: Consolidated Cost At 30 June 2021 Additions At 30 June 2022 Additions At 30 June 2023 Accumulated amortisation and impairment At 30 June 2021 Amortisation At 30 June 2022 Amortisation At 30 June 2023 Net book value Balance as at 30 June 2022 At 30 June 2023 Goodwill $’000 Customer contracts $’000 Software $’000 Total $’000 8,808 - 8,808 - 8,808 - - - - - 13,655 - 13,655 - 13,655 (1,294) (7,225) (8,519) (5,136) 2,421 353 2,774 30 24,884 353 25,237 30 2,804 25,267 (485) (240) (725) (327) (1,779) (7,465) (9,244) (5,463) (13,655) (1,052) (14,707) 8,808 8,808 5,136 - 2,049 1,752 15,993 10,560 Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill is measured at cost, less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 93 Customer contracts Customer contracts are a separately identifiable intangible asset equal to the present value of future post-tax cash flows attributed to the portfolio of incomplete underground mining services contracts assumed at acquisition date through a business combination. Customer contracts are carried at cost, less accumulated depreciation and impairment losses. Amortisation of customer contracts is included in depreciation and amortisation expenses in the consolidated statement of profit or loss and other comprehensive income. The expected useful life of customer contracts ranges from 2 to 3 years. Software Development expenditure is capitalised only if development costs can be measured reliably or the process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use the asset. The software expenditure capitalised includes the cost of materials, direct labour and overhead costs directly attributable to preparing the asset for its intended use. Other development expenditure is recognised in profit or loss as incurred. Capitalised software development expenditure is measured at cost less accumulated amortisation and impairment losses. The amortisation is included in depreciation and amortisation expenses. The expected useful life of software is 5 years. Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation, and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. 94 Macmahon Annual Report 2023 E Risk 17 FINANCIAL RISK MANAGEMENT Financial assets Cash and cash equivalents Equity investments Trade and other receivables Financial liabilities Trade and other payables Borrowings Consolidated 2023 $’000 2022 $’000 218,162 8,480 299,613 197,958 - 269,316 526,255 467,274 308,780 420,108 259,579 413,470 728,888 673,049 Trade and other receivables excludes prepayments of $9.543m (2022: $7.183m), contract closure reimbursements of $8.569m (2022: $8.569m), VAT receivable of $41.782m (2022: $20.398m), non-financial contract assets of $16.098m (2022: $13.206m), and other non-financial assets of $2.251m (2022: $3.296m). Trade and other payables excludes GST and other taxes payable of $17.918m (2022: $13.180m). Fair value of financial assets and financial liabilities Fair value of cash and cash equivalents, receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments. Financial risk management objectives The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. This framework is designed to identify, monitor and manage the material risks throughout the Group to ensure risks remain within appropriate limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Board of Directors oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board of Directors is assisted in its oversight role by the Audit and Risk Committee. Internal audits undertaken are reviews of controls and procedures, the results of which are reported to the Audit and Risk Committee. The Group has exposure to the following risks from its use of financial instruments: • Market risk • Credit risk • Liquidity risk This note presents qualitative and quantitative information about the Group's exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 95 Market risk Market risk includes changes in market prices, such as foreign exchange rates and interest rates that will affect the Group's income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns. Currency risk The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than respective functional currencies of entities within the Group, which are primarily the Australian Dollar (AUD), but also the US Dollar (USD), Indonesian Rupiah (IDR), Malaysian Ringgit (MYR), and Singapore Dollar (SGD). The Group is also exposed to foreign currency risk on plant and equipment purchases that are denonimated in a currency other than AUD. The currencies giving rise to this risk are primarily USD and IDR. The contracts for mining services and purchases are primarily denominated in the functional currencies of entities within the Group to minimise the foreign exchange currency risk. In respect of other monetary assets and liabilities held in currencies other than the AUD, the Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. The average exchange rates and reporting date exchange rates applied were as follows: Australian Dollars USD IDR MYR SGD Average exchange rates Reporting date exchange rates 2023 0.6731 10,192 3.0211 0.9181 2022 0.7257 10,436 3.0687 0.9866 2023 0.6617 9,920 3.0908 0.8975 2022 0.6882 10,220 3.0278 0.9592 The carrying amount of foreign currency denominated financial assets and financial liabilities at 30 June were as follows: Consolidated USD IDR1 Other Financial assets Financial liabilities 2023 $’000 12,239 101,006 9,258 2022 $’000 12,292 88,208 307 2023 $’000 (1,605) (93,271) (263) 2022 $’000 (389) (42,175) (302) 122,503 100,807 (95,139) (42,866) 1 The Group is paid in IDR for services performed in Indonesia; however, the amount of these IDR payments are adjusted according to movements in the IDR:USD exchange rate up to the date of invoice. 96 Macmahon Annual Report 2023 The following analysis demonstrates the increase/(decrease) of profit or loss and other comprehensive income at the reporting date, assuming a 10% strengthening and a 10% weakening of the following transaction currencies against the functional currencies of the Group companies where the financial assets and liabilities are recorded. This analysis also assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis as 2022. Consolidated - 2023 USD IDR Other Consolidated - 2022 USD IDR Other Weakened by 10% Strengthened by 10% Effect on profit before tax $’000 Effect on other comprehensive income $’000 Effect on profit before tax $’000 Effect on other comprehensive income $’000 (1,063) (773) (900) (2,736) - - - - 1,063 773 900 2,736 - - - - Weakened by 10% Strengthened by 10% Effect on profit before tax $’000 Effect on other comprehensive income $’000 Effect on profit before tax $’000 Effect on other comprehensive income $’000 (1,190) (4,603) (1) (5,794) - - - - 1,190 4,603 1 5,794 - - - - Price risk Price risk is the risk that changes in market prices e.g. equity prices will effect the Group's income or the value of its holdings of financial instruments. Under this policy, pricing rate exposures are managed on an ongoing basis. At 30 June, the Group was exposed to market price risk on financial instruments as follows: Equity securities - at FVOCI Fair value movements through OCI Net exposure to price risk Consolidated 2023 $’000 10,475 (1,995) 8,480 2022 $’000 - - - Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 97 Cash flow sensitivity analysis for market price instruments All of the Group's listed equity securities are listed on the Australia Stock Exchange. The following analysis demonstrates the increase/(decrease) to equity securities at 30 June 2023, assuming a 10% change in the ASX. Consolidated - 2023 Equity securities 10% increase 10% decrease Effect on equity securities $’000 Effect on other comprehensive income $’000 Effect on equity securities $’000 Effect on other comprehensive income $’000 848 848 848 848 (848) (848) (848) (848) Interest rate risk Interest rate risk on variable rate borrowings is managed under the Group’s approved Treasury Policy. Under this policy, interest rate exposures are managed by entering fixed rate finances for equipment purchases. At 30 June, the Group was exposed to variable interest rate risk on financial instruments as follows: Cash and cash equivalents Interest-bearing loans Net exposure to interest rate risk Consolidated 2023 $’000 191,804 (174,217) 2022 $’000 197,958 (129,216) 17,587 68,742 Cash flow sensitivity analysis for variable rate instruments The following analysis demonstrates the increase/(decrease) to profit or loss and other comprehensive income at 30 June 2023, assuming a change in interest rates of 50 basis points. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant. 50 basis point increase 50 basis point decrease Effect on profit before taxes $’000 Effect on profit before taxes $’000 959 (871) 88 (959) 871 (88) 50 basis point increase 50 basis point decrease Effect on profit before taxes Effect on profit before taxes $’000 $’000 990 (646) 344 (990) 646 (344) Consolidated - 2023 Cash and cash equivalents Interest-bearing loans Consolidated - 2022 Cash and cash equivalents Interest-bearing loans 98 Macmahon Annual Report 2023 Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's trade receivables and contract assets from customers. Cash and cash equivalents The Group limits its exposure to credit risk for cash and cash equivalents by placing funds with highly rated international banks. Guarantees The Group’s policy is to provide financial guarantees only to or for subsidiaries. Details of outstanding guarantees are provided in note 21. Trade and other receivables The Group’s exposure to credit risk is influenced mainly by the characteristics of each individual customer. The demographics of the Group's customer base, including the default risk of the industries and countries in which customers operate, has less influence on credit risk. For the year ended 30 June 2023, 39% of the Group's revenue is attributable to revenue transactions with three customers related to three projects (2022: 39% attributed to three customers related to three projects). Geographically, the primary concentration of credit risk is in Australia and Indonesia. Under the Group's systems and procedures, each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The exposure to credit risk is monitored on an ongoing basis. The Group's analysis includes external ratings, when available, and in some cases bank references. Credit risk is minimised by managing payment terms and receiving advance payments. Exposure to credit risk The carrying amount of the Group's financial assets represents its maximum credit exposure as follows: Cash and cash equivalents Trade receivables Contract assets Other receivables Agency receivables Credit risk exposure Consolidated 2023 $’000 2022 $’000 218,162 60,803 198,331 14,617 25,862 517,775 197,958 45,960 198,033 15,823 9,500 467,274 Trade and other receivables excludes prepayments of $9.543m (2022: $7.183m), contract closure reimbursements of $8.569m (2022: $8.569m), VAT receivable of $41.782m (2022: $20.398m), non-financial contract assets of $16.098m (2022: $13.206m), and other non-financial assets of $2.251m (2022: $3.296m). The profile of trade and other receivables and contract assets by segment is as follows: Mining customers Less: Provision for expected credit losses Credit risk exposure by customer Consolidated 2023 $’000 303,046 (3,433) 2022 $’000 272,719 (3,403) 299,613 269,316 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 99 At 30 June, the exposure to credit risk for trade and other receivables by geographic region was as follows: Country Australia Indonesia Other Expected credit loss allowance Consolidated Current (not past due) Past due 0 - 30 days Past due 31-60 days Over 90 days overdue Consolidated 2023 $’000 2022 $’000 251,784 50,461 801 303,046 217,338 53,764 1,617 272,719 2023 2022 Gross carrying amount $’000 282,075 13,376 1,006 6,589 Loss allowance $’000 (69) (60) (7) (3,297) Gross carrying amount $’000 255,593 11,243 1,378 4,505 303,046 (3,433) 272,719 Loss allowance $’000 (416) (33) (6) (2,948) (3,403) In determining the provision for ECLs, the Group allocates its exposure to a credit risk based on data that is determined to be predictive of the risk of loss (including, but not limited to external credit ratings, audited financial statements and available press information) and applying experienced credit judgement. Loss rates applied to credit risk ratings are sourced from external credit rating agencies. The following table provides summarised information of the exposure to credit risk on trade receivables as at 30 June 2023: Credit rating A- to AAA BBB- to BBB+ BB- to BB+ B+ to B- C to CCC D Credit impaired No No No No Yes Yes Loss rate 0.000 % 0.014 % 0.245 % 6.907 % N/A 100.000 % The movement in the provision for ECLs is as follows: Opening balance Net remeasurement of provision for ECL Exchange differences Gross carrying amount $’000 9,711 7,850 19 46,432 - 225 64,237 Loss allowance $’000 - (1) (0) (3,207) - (225) (3,433) Consolidated 2023 $’000 3,403 - 30 3,433 2022 $’000 3,112 127 164 3,403 100 Macmahon Annual Report 2023 The Group recognises a provision for ECLs on financial assets measured at amortised cost and contract assets at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition, and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment. The Group assumes a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions, such as realising security (if any is held) or the financial asset is more than 90 days past due. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Group's reputation. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows, and matching the maturity profiles of financial assets and liabilities. On 28 July 2023 the group increased the syndicated finance facility (SFA) by $50 million. Of this, $6m was repaid on the SFA resulting in a net increase of $44m. Information about changes in term facilities during the year is disclosed in note 18. Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities, and therefore these totals may differ from their carrying amount in the statement of financial position. Consolidated – 2023 Trade payables Accrued expenses Other payables Borrowings 1 year or less $’000 (157,541) (132,421) (34,777) (132,949) Between 1 and 2 years $’000 - - (1,959) (89,253) Between 2 and 5 years $’000 Over 5 years $’000 Remaining contractual maturities $’000 - - - - - - (157,541) (132,421) (36,736) (218,595) (1,646) (442,443) Total non-derivatives (457,688) (91,212) (218,595) (1,646) (769,141) Consolidated – 2022 Trade payables Accrued expenses Other payables Borrowings 1 year or less $’000 (111,135) (129,682) (18,378) (115,071) Between 1 and 2 years $’000 - - (384) Between 2 and 5 years $’000 Over 5 years $’000 Remaining contractual maturities $’000 - - - - - - (111,135) (129,682) (18,762) (410,528) (209,882) (82,284) (3,291) Total non-derivatives (374,266) (210,266) (82,284) (3,291) (670,107) The cash flows in the maturity analysis are not expected to occur significantly earlier than contractually disclosed above. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 101 F Debt and Equity 18 BORROWINGS Currency Interest rate (%) Maturity 2023 $’000 2022 $’000 Consolidated Current borrowings Lease liabilities AUD, USD, MYR 2.84 - 7.40% 2023 - 2024 Interest-bearing loans AUD, USD, IDR 3.29 - 8.06% 2023 - 2024 Non-current borrowings Lease liabilities AUD, USD, MYR 2.84 - 7.40% 2024 - 2029 Interest-bearing loans AUD, USD, IDR 3.29 - 8.06% 2023 - 2027 84,242 37,619 121,861 113,849 184,398 298,247 The movement in the carrying amount of borrowings is set out below: Consolidated At 1 July New borrowings Refinancing cash arrangement Assumed as part of a business combination Interest expensed Interest paid Principal repayments Lease liabilities returned Transfers Exchange differences At 30 June Interest-bearing loans Lease liabilities 2023 $’000 174,309 102,562 - - 11,238 (10,483) (61,367) - 5,272 486 2022 $’000 97,935 112,065 - - 5,460 (4,235) (29,413) - (8,474) 971 2023 $’000 239,161 41,759 10,286 - 13,007 (13,020) (88,080) - (5,272) 250 222,017 174,309 198,091 239,161 81,309 30,990 112,299 157,852 143,319 301,171 2022 $’000 214,496 99,377 - 285 11,498 (12,783) (82,080) (996) 8,497 867 Refer to note 17 for further information on financial instruments. 102 Macmahon Annual Report 2023 Lease liabilities The Group leases offices, plant and equipment, and vehicles across the countries in which it operates. Lease contracts are for fixed periods between 6 months and 10 years and may include extension options. During October 2022, the Group increased the syndicated asset finance facility by $35.000m. The total amount available under this asset finance facility is $180.000m and it enables the Group to support its capital requirements. As at 30 June 2023, $147.248m was utilised (30 June 2022: $119.002m). Interest Bearing Loans On 27 July 2022, the Group updated and extended the existing syndicated multi-option debt facility. After repayments, the total amount available under this facility is $194.000m. The Group has drawn a total of $154.000m as cash and $5.046m as bank guarantees as at 30 June 2023. (As at 30 June 2022: $118.000m drawn as cash and $8.564m drawn for bank guarantees). In addition, in March 2023, the Group secured a new IDR denominated 342b (AUD $34.477m bank facility for its Indonesian operations with a maturity of August 2027. As at 30 June 2023, IDR200 billion (AUD $20.206m) was drawn. Assets pledged as security The Group's lease liabilities and specific loans are secured by the relevant assets and in the event of default, the assets revert to the lessor or financier. All remaining assets of the Group are pledged as security under the multi-option facility. Borrowings Borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, borrowings are classified as non-current. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 103 19 EQUITY – ISSUED CAPITAL Ordinary shares - fully paid Less: Treasury shares Consolidated 2023 Shares 2022 Shares 2,154,985,818 2,154,985,818 (53,251,008) (54,839,003) 2023 $’000 563,118 (12,656) 2022 $’000 563,118 (12,910) Ordinary shares 2,101,734,810 2,100,146,815 550,462 550,208 On issue at 1 July On issue at 30 June Number of Ordinary Shares 2023 2022 2,154,985,818 2,154,985,818 2,154,985,818 2,154,985,818 Ordinary shares Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of the Parent in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value, and the Parent does not have authorised capital. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the capital proceeds. On a show of hands, every member present at a meeting in person or by proxy shall have one vote, and upon a poll each share shall have one vote. Treasury shares Ordinary shares purchased on market by the Company are recognised at cost, less incremental costs directly attributable to the ordinary shares purchased. Capital risk management The Group's objective when managing capital is to safeguard its ability to continue as a going concern so that it may provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value-adding relative to the Parent entity's current share price at the time of the investment. The Group is subject to certain financing arrangement covenants, and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The Group monitors capital on the basis of the gearing ratio. The ratio is calculated as net debt divided by total equity and net debt. Net debt is calculated as 'borrowings' less 'cash and cash equivalents', as shown in the consolidated statement of financial position. Total equity is as shown in the consolidated statement of financial position. At 30 June 2023, the Group was in a net debt position. The gearing ratio at 30 June is as below: Borrowings Less: Cash and cash equivalents Net debt Equity Gearing ratio 104 Consolidated 2023 $’000 2022 $’000 420,108 (218,162) 201,946 608,849 413,470 (197,958) 215,512 559,500 24.91% 27.81% Macmahon Annual Report 2023 20 EQUITY – RESERVES Reserve for own shares (net of tax) Fair value reserve (net of tax) Foreign currency reserve (net of tax) Share based payments Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Consolidated 2023 $’000 (12,656) (1,995) 9,361 3,662 2022 $’000 (12,910) - 4,090 2,919 (1,628) (5,901) Reserve for own shares The reserve for Company's own shares comprises the cost (net of tax) of the Company's shares held by the trustee of the Group's equity compensation plans which were purchased on-market in anticipation of vesting of share-based payment awards under the equity compensation plans. During the year, 1,059,620 shares were purchased by the Company (2022: 1,707,183 shares) for the non-executive directors' salary sacrifice plan. At 30 June 2023, there were 53,251,008 unallocated shares held in trust (2022: 54,839,003 shares). Foreign currency reserve The foreign currency reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on the net investments in foreign operations. The foreign currency translation reserve is reclassified to the profit and loss either on sale or cessation of the underlying foreign operation. Share based payments reserve The share based payments reserve is used to record the value of share based payments and performance rights to employees, including KMP, as part of their remuneration, as well as non-employees. Refer to note 28. Fair value reserve The fair value reserve comprises of the cumulative net change in the fair value of equity investments designated at FVOCI. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Consolidated Balance at 30 June 2021 Share buy-back Foreign currency translation Treasury shares allocated on vesting of performance rights Share based payments expense (note 28) Transfer of expired performance rights to retained earnings Balance at 30 June 2022 Reserve for own shares $’000 (12,910) (319) - 319 - - (12,910) Equity investments at FVOCI - net change in value - (1,995) Share buy-back Foreign currency translation Treasury shares allocated on vesting of performance rights Share based payments expense (note 28) Transfer of expired performance rights to retained earnings (190) - 444 - - - - - - - Fair value reserve $'000 Foreign currency $’000 Share- based payments $’000 Total $’000 - - - - - - - (5,650) 3,902 (14,658) - 9,740 - - - - - (12) 103 (319) 9,740 307 103 (1,074) (1,074) 4,090 2,919 (5,901) - - 5,271 - - - - - - (13) 1,977 (1,995) (190) 5,271 431 1,977 (1,221) (1,221) Balance at 30 June 2023 (12,656) (1,995) 9,361 3,662 (1,628) L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 105 Dividends The Parent has paid and proposed dividends as set out below: Cash dividends on ordinary shares declared and paid: Final dividend for 2022: 0.35 cents per share (2021: 0.35 cents per share) Interim dividend for 2023: 0.30 cents per share (2022: 0.30 cents per share) Subsequent to year end - Proposed dividends on ordinary shares: Final cash dividend for 2023: 0.45 cents per share (2022: 0.35 cents per share) 2023 $’000 2022 $’000 7,351 6,464 13,815 9,451 9,451 7,351 6,300 13,651 7,351 7,351 Dividend franking account at 30 June Amount of franking credits available to shareholders of the Company for future years 105 105 All of the above dividends are unfranked. 106 Macmahon Annual Report 2023 G Unrecognised Items 21 CONTINGENT LIABILITIES The following contingent liabilities existed at 30 June 2023: Bank guarantees (syndicated multi-option debt facility) Insurance performance bonds Consolidated 2023 $’000 5,047 8,148 13,195 2022 $’000 9,470 15,896 25,366 Bank guarantees and insurance bonds are issued to contract counterparties in the ordinary course of business as security for the performance by the Group of its contractual obligations. The Group is also called upon to provide guarantees and indemnities to contract counterparties in relation to the performance of contractual and financial obligations. The value of these guarantees and indemnities is indeterminable. Other contingent liabilities and contingent assets The Group has the normal contractor’s liability in relation to its current and completed contracts (for example, liability relating to design, workmanship and damage), as well as liability for personal injury and property damage during a project. Potential liability may arise from claims, disputes and/or litigation against Group companies and/or joint venture arrangements in which the Group has an interest. The Group notes that on 16 December 2022 its subsidiary, TMM Group (Operations) Pty Ltd, commenced proceedings in the Supreme Court of Western Australia against Coburn Resources Pty Ltd (a subsidiary of Strandline Resources Ltd) (see ASX announcement dated 28 December 2022). In the proceedings, The Group is seeking declarations, damages, costs and interest from Coburn in connection with variation and extension of time claims under the contract for bulk earthworks, access road construction and drainage work at the Coburn mineral sands project. The Group is seeking damages and return of security bond totalling approximately $17.8m (in addition to $6.5m which the Group obtained from Coburn following a successful adjudication determination). The Directors are of the opinion that the disclosure of any further information on this dispute would be prejudicial to the interests of the Group. There were no contingent assets recognised as at 30 June 2023 or 30 June 2022. 22 COMMITMENTS At 30 June 2023, the Group has contracted capital expenditure commitments, but not provided for in the financial statements, of $10.505m (2022: $13.217m). 23 EVENTS AFTER THE REPORTING PERIOD Subsequent to 30 June 2023, the Directors declared a final dividend of 0.45 cents per share. On 28 July 2023 the group increased the syndicated finance facility (SFA) by $50m. Of this, $6m was repaid on the SFA resulting in a net increase of $44m. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 107 H Other Information/Group Structure 24 INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries: Incorporated subsidiaries Macmahon Contractors Pty Ltd Macmahon Mining Services Pty Ltd Doorn-Djil Yoordaning Mining and Construction Pty Ltd Macmahon Underground Pty Ltd Macmahon Contracting International Pte Ltd PT Macmahon Indonesia Macmahon Constructors Sdn Bhd TMM Group Pty Ltd* TMM Group (Consult) Pty Ltd TMM Group (IP) Pty Ltd* TMM Group (Operations) Pty Ltd Macmahon East Pty Ltd Macmahon Maintenance Masters Pty Ltd Macmahon (Southern) Pty Ltd Macmahon Africa Pty Ltd* Macmahon Malaysia Pty Ltd* Macmahon Sdn Bhd* PT Macmahon Contractors Indonesia Macmahon Singapore Pte Ltd* Macmahon Contractors Nigeria Ltd* Macmahon Contractors Ghana Limited* Macmahon Botswana (Pty) Ltd* Strong Minds Strong Mines Pty Ltd GF Holdings (WA) Pty Ltd GBF Mining and Industrial Services Pty Ltd GBF North Pty Ltd GBF Number 6 Pty Ltd Ramex Services Pty Ltd1 PT Macmahon Mining Services Interest in trusts Macmahon Holdings Limited Employee Share Ownership Plans Trust Macmahon Underground Unit Trust * 1 Entities were dormant for the financial year ended 30 June 2023. Ramex Services was disposed on 26 August 2022. Ownership interest Country of incorporation 2023 % 2022 % Australia Australia Australia Australia Singapore Indonesia Malaysia Australia Australia Australia Australia Australia Australia Australia Australia Australia Malaysia Indonesia Singapore Nigeria Ghana Botswana Australia Australia Australia Australia Australia Australia Indonesia Australia Australia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 108 Macmahon Annual Report 2023 25 INTERESTS IN JOINT VENTURES Interest in joint ventures are accounted for using the equity method of accounting. Information relating to joint ventures that are material to the Group are set out below: Incorporated joint venture Country of incorporation PT Macmahon Labour Services Indonesia At 1 July Share of profit of equity-accounted investees, net of tax Exchange differences At 30 June Ownership Interest 2023 % 49% 2022 % 49% Consolidated 2023 $’000 2022 $’000 476 294 22 792 285 240 (49) 476 Joint ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss, and the share of the movements in equity is recognised in other comprehensive income. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 109 26 RELATED PARTY TRANSACTIONS Parent entity Macmahon Holdings Limited is the ultimate parent entity. Subsidiaries Interests in subsidiaries are set out in note 24. Joint ventures Interests in joint venture arrangements are set out in note 25. Key management personnel Disclosures relating to key management personnel are set out in note 27 and the remuneration report. Transaction with related parties - Joint venture The following transactions occurred with related parties: Transactions recognised in profit or loss Costs incurred by the Group on behalf of and recharged to the joint venture Costs incurred by the joint venture on behalf of and recharged to the Group Receivable from/(payable to) joint venture Receivable from/(payable to) joint venture Consolidated 2023 $’000 2022 $’000 15 - 1 66 (163) 1 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Transactions with significant shareholders - AMNT AMNT (including its related entities) is a significant shareholder of the Company. The following transactions occurred with AMNT in relation to the provision of mining services for the Batu Hijau mine, which is wholly owned by AMNT: Transaction recognised in profit or loss Revenue recognised from shareholder Receivables/(payables) from significant shareholders Trade receivables and contract assets Consolidated 2023 $’000 2022 $’000 267,035 270,404 36,647 37,124 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. 110 Macmahon Annual Report 2023 27 COMPENSATION OF KEY MANAGEMENT PERSONNEL Key management personnel compensation for the financial year was as follows: Short-term employee benefits Long-term employee benefits Post-employment benefits Share-based payments Consolidated 2023 $ 5,141,073 243,928 184,506 702,946 2022 $ 4,872,034 206,128 214,098 87,627 6,272,453 5,379,887 28 SHARE-BASED PAYMENTS The Group has the following equity compensation arrangements to remunerate non-executive, executive and employees of the Group: • Macmahon Executive Equity Plan (EEP); • Senior Manager Long Term Incentive Plan (LTIP); and • Non-Executive Director Salary Sacrifice Plan (SSP). • Macmahon Employee Share Rights Plan (ESRP). 28(a) Executives and Senior Management Plans EEP and LTIP Plans The LTIP and EEP provides Executive and senior management with the opportunity to receive fully paid ordinary shares in the Company for no consideration, subject to specified time restrictions, continuous employment and performance conditions being met. Each performance right will entitle participants to receive one fully paid ordinary share at the time of vesting. The LTIP and EEP are designed to assist with employee retention, and to incentivise employees to maximise returns and earnings for shareholders. The Board of Directors determines which employees are eligible to participate and the number of performance rights granted. Performance rights granted under prior years EEP plans are set out below: Performance rights effective on Grant date Vesting date Service period Tranche and number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition Less than 17% CAGR in TSR 17% CAGR in TSR 25% or more CAGR in TSR Between 17% and 25% CAGR in TSR EEP Performance Rights 2019 EEP Performance Rights 2020 EEP Performance Rights 2021 01/07/2018 01/07/2019 01/07/2020 05/10/2018 06/08/2019 01/09/2020 01/07/2021 01/07/2022 01/07/2023 3 years 3 years 3 years 8,660,803 10,197,059 9,558,547 - $0.1380 - $0.0510 3,400,582 $0.1420 0% 50% 100% 0% 50% 100% 0% 50% 100% Pro-rata between 50% and 100% Pro-rata between 50% and 100% Pro-rata between 50% and 100% Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 111 Performance rights effective on Grant date Vesting date Service period Number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition Less than 15% CAGR in TSR 15% CAGR in TSR 25% or more CAGR in TSR Between 15% and 25% CAGR in TSR Performance rights effective on Grant date Vesting date Service period Number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition Less than 10% CAGR in TSR 10% CAGR in TSR 15% or more CAGR in TSR Between 10% and 15% CAGR in TSR Performance rights effective on Grant date Vesting date Service period Number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition (strategic objectives) During FY22 Safety – Improve TRIFR2 to 4.8 (20% improvement) Business Mix – 5% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 25% or more Underground of Group Revenue During FY23 People – Improve employee engagement score year-over-year Business Mix – 10% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 30% or more Underground of Group Revenue During FY24 Business Mix – 15% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 33% or more Underground of Group Revenue 2 TRIFR – Total Recordable Injury Frequency Rate 112 LTIP Performance Rights 2021 01/07/2020 01/09/2020 01/07/2023 3 years 4,220,275 2,467,420 $0.1420 0% 50% 100% Pro-rata between 50% and 100% LTIP Performance Rights 2022 Tranche 1 01/07/2021 30/09/2021 01/07/2023 3 years 8,135,369 3,609,519 $0.0993 0% 50% 100% Pro-rata between 50% and 100% LTIP Performance Rights 2022 Tranche 2 01/07/2021 30/09/2021 01/07/2023 3 years 8,135,369 3,609,522 $0.1769 8% 14% 14% 8% 14% 14% 14% 14% Macmahon Annual Report 2023 Performance rights granted during the current year are set out below: Performance rights effective on Grant date Vesting date Service period Number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition Less than 10% CAGR in TSR 10% CAGR in TSR 15% or more CAGR in TSR Between 10% and 15% CAGR in TSR Performance rights effective on Grant date Vesting date Service period Number of performance rights Remaining number of rights at 30 June 2023 Fair value on grant date Vesting performance condition (strategic objectives) During FY23 Safety – Improve TRIFR2 to <4.4 Business Mix – 8% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 27% or more Underground of Group Revenue During FY24 People – Improve employee engagement score year-over-year Business Mix – 15% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 28% or more Underground of Group Revenue During FY25 Business Mix – 20% or more Mining Support and Civil Infrastructure of Group Revenue Business Mix – 33% or more Underground of Group Revenue LTIP Performance Rights 2023 Tranche 1 01/07/2022 30/09/2022 01/07/2024 3 years 10,098,439 9,293,028 $0.0610 0% 50% 100% Pro-rata between 50% and 100% LTIP Performance Rights 2023 Tranche 2 01/07/2022 30/09/2022 01/07/2024 3 years 10,098,439 9,293,029 $0.1250 8% 14% 14% 8% 14% 14% 14% 14% The following inputs were used in the measurement of the fair values at grant date of the 2023 LTIP performance rights: Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s Fair value at grant date Share price at grant date Exercise price Expected volatility (weighted average volatility) Option life (expected weighted average life) Dividend yield Risk-free interest rate (based on government bonds) Valuation model Expected volatility is estimated taking into account historic average share price volatility. LTIP Performance Rights 2023 Tranche 1 Tranche 2 $0.0610 $0.1500 Nil 50.00% 3 years 2.70% 3.01% $0.1250 $0.1500 Nil 50.00% 3 years 2.70% 3.01% Monte-Carlo Simulation Monte-Carlo Simulation D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 113 Non-Executive Director (NED) Salary Sacrifice Plan (SSP) The SSP provides Non-Executive Directors with the option to sacrifice a portion of their salary in return for a fixed number of rights over ordinary but restricted shares, which will vest equally within 8 months and 14 months from grant date. Once vested, the shares will be held on trust on behalf of the recipients but will be subject to certain restrictions, which limit the recipients’ ability to sell the shares. Trading restrictions will generally end on the earliest of ceasing to be a NED, the date a change of control occurs or 15 years after the date the relevant NED share rights were granted. The following assumptions were applied in the measurement of the fair values of NED share rights using the Black-Scholes option pricing model: Share rights effective on Grant date Vesting date Service period NED Share Rights 2022 NED Share Rights 2023 Tranche 1 Tranche 2 Tranche 1 Tranche 2 01/07/2021 01/07/2021 1/07/2022 01/07/2022 16/06/2021 16/06/2021 11/07/2022 11/07/2022 22/02/2022 16/08/2022 26/02/2023 30/08/2023 8 months 14 months 8 months 14 months Tranche and number of share rights 1,059,623 1,059,620 1,587,995 Remaining number of share rights at 30 June 2023 - - - Share price at grant date Discount for lack of marketability Implied fair value of restricted shares Exercise price Risk-free interest rate Volatility factor Dividend yield Implied discount to share price at grant date $0.185 30% $0.130 $0.186 0.50% 45% 1.63% 97% $0.185 30% $0.130 $0.186 0.50% 45% 3.25% 95% $0.135 30% $0.095 $0.148 3.01% 50% 1.35% 98% 1,587,993 1,587,993 $0.135 30% $0.095 $0.148 3.01% 50% 2.7% 97% Fair value at grant date $0.005 $0.009 $0.002 $0.004 Information about performance rights and share rights outstanding at year end The following unvested unlisted performance rights were outstanding at year end: LTIP and EEP Performance Rights SSP Share Rights 2023 Number 2022 Number 2023 Number 33,150,636 20,196,878 (5,834,804) 57,415,717 16,270,740 1,059,620 3,175,988 - (2,647,615) (1,707,183) (15,839,610) (40,535,821) - - 31,673,100 33,150,636 1,587,993 1,059,620 2022 Number 647,560 2,119,243 Balance at start of year Granted during the year Vested during the year Forfeited during the year Balance at end of year 114 Macmahon Annual Report 2023 28(b) Employee Share Rights Plan The ESRP provides selected permanent employees who are not a part of the EEP and LTIP arrangements with the opportunity to receive fully paid ordinary shares in the Company for no consideration, subject to specified time restrictions being met. Each right will entitle participants to receive one fully paid ordinary share at the time of vesting. The ESRP is designed to assist with employee retention in a competitive market. Share rights granted during the current year under the ESRP plan is set out below: Grant date Vesting date Service period Percentage vesting Tranche and number of performing rights Remaining number of rights at 30 June 2023 Fair value on grant date ESRP Performance Rights ESRP Performance Rights ESRP Performance Rights Tranche 1 Tranche 2 Tranche 3 01/01/2023 01/01/2023 01/01/2023 31/03/2023 31/03/2024 31/03/2025 3 months 1 year 3 months 2 years 3 months 30% 30% 40% 4,387,948 4,387,948 5,850,597 - 3,988,654 5,318,204 $0.155 $0.155 $0.155 Information about employee share rights outstanding at year end The following unvested unlisted employee rights were outstanding at year end: Balance at start of year Granted during the year Vested during the year Forfeited during the year Balance at end of year ESRP Share Rights 2023 Number 2022 Number - 14,626,493 (4,294,362) (1,025,273) 9,306,858 - - - - - The following share-based payment expenses were recognised net of forfeitures, to profit or loss, disaggregated by equity-compensation arrangement: LTIP performance rights EEP performance rights NED share rights Employee share rights Consolidated 2023 $'000 901 (14) 11 1,079 1,977 2022 $'000 (1) 90 14 - 103 Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by referencing the fair value of the equity instruments at the date at which they were granted. The fair value is determined by using the Binomial, Black-Scholes or Monte Carlo model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities with the next annual reporting period, but may impact profit or loss and equity. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 115 Share-based payments Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial, Monte Carlo or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest, and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. If any performance rights have been forfeited for failure to complete a service period, the costs of the performance rights are trued up, i.e. amounts previously expensed are no longer incurred and accordingly reversed in the current year. This policy is applied irrespective of whether the employee resigns voluntarily or is dismissed by the Company.   116 Macmahon Annual Report 2023 29 REMUNERATION OF AUDITORS The auditor of Macmahon Holdings Limited is KPMG Australia. Amounts paid or payable for services provided by KPMG and other non-KPMG audit firms are as follows: Group auditors Audit and review services - KPMG Audit or review of the financial statements - Australia Additional scope for June 2023 audit - Australia Audit or review of the financial statements - Network firms Other services - KPMG Taxation services - Australia Taxation services - Network firms Other assurance services - Australia Financial due diligence - Australia Subsidiary auditors Audit and review services Audit of the financial statements - Foo Kun Tan LLP Audit of the financial statements - PwC Indonesia Consolidated 2023 $ 2022 $ 527,155 56,470 583,625 55,808 16,459 34,828 326,400 433,495 453,330 22,401 475,731 52,750 14,253 25,200 9,628 101,831 1,017,120 577,562 19,606 130,491 150,097 - 119,779 119,779 1,167,217 697,341 30 DEED OF CROSS GUARANTEE Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (the Instrument), the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 (the Act) requirements for preparation, audit and lodgement of their financial statements and Directors' report. It is a condition of the Instrument that the Parent and each of its subsidiaries (Extended Closed Group) below enter into a Deed of Cross Guarantee (Deed). The effect of the Deed is that the Parent guarantees to each creditor, payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Act. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given the same guarantees in the event that the Company is wound up. The following entities are party to the Deed under which each member guarantees the debts of the others: • Macmahon Contractors Pty Ltd • Macmahon Underground Pty Ltd • Macmahon Mining Services Pty Ltd • TMM Group Pty Ltd • TMM Group (Operations) Pty Ltd • GF Holdings Pty Ltd • GBF North Pty Ltd • GBF Mining and Industrial Services Pty Ltd Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 117 Set out below is a consolidated statement of profit or loss and other comprehensive income, summary of movements in consolidated retained earnings and consolidated statement of financial position, comprising the Company and its controlled entities which are a party to the Deed, after eliminating transactions between parties to the Deed: Statement of Profit or Loss and Other Comprehensive Income Revenue Other income Materials and consumables used Employee benefits expense Subcontractor costs Depreciation and amortisation expense Equipment and other operating lease expenses Net finance costs Other expenses Profit before income tax expense Income tax expense Profit after income tax expense Consolidated 2023 $’000 1,539,788 11,400 (312,542) (754,028) (61,839) (174,168) (84,605) (23,899) (62,923) 77,184 (12,517) 2022 $’000 1,326,456 50,707 (278,275) (649,770) (59,372) (127,451) (96,033) (17,956) (102,083) 46,223 (8,143) 64,667 38,080 118 Macmahon Annual Report 2023 Statement of Financial Position ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Total current assets Non-current assets Trade and other receivables Other financial assets Property, plant and equipment Intangible assets and goodwill Deferred tax asset Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Employee benefits Provisions Total current liabilities Non-current liabilities Trade and other payables Borrowings Employee benefits Total non-current liabilities Total liabilities NET ASSETS EQUITY Issued capital Reserves Net accumulated losses TOTAL EQUITY Consolidated 2023 $’000 2022 $’000 176,394 244,281 91,742 231 512,648 75,933 26,250 618,415 10,531 (3,813) 727,316 115,816 224,389 88,778 - 428,983 37,628 17,770 620,268 10,857 4,201 690,724 1,239,964 1,119,707 266,033 110,475 68,633 19,874 465,015 1,959 275,184 2,311 230,187 100,864 59,096 18,096 408,243 384 286,553 2,009 279,454 288,946 744,469 697,189 495,495 422,518 563,118 (10,989) (56,634) 563,118 (9,991) (130,609) 495,495 422,518 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 119 31 PARENT ENTITY INFORMATION Set out below is the supplementary financial information of the Parent as follows: Statement of profit or loss and other comprehensive income Profit after income taxes of the Parent Total comprehensive income of the Parent Statement of financial position Current assets Total assets Current liabilities Total liabilities Equity Issued capital Share-based payments reserve Reserve for own shares Accumulated losses Retained profits Total equity 2023 $’000 9,220 9,220 2022 $’000 5,968 5,968 2023 $’000 155,746 405,215 2022 $’000 203,107 417,189 (7,012) (49,829) (164,540) (155,758) 563,118 2,583 (12,656) (330,706) 18,335 563,118 2,919 (12,910) (310,031) 18,335 240,674 261,431 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The Parent has entered into a Deed with the effect that the Parent guarantees the debt of members of the Extended Closed Group. Further details of the Deed and the Extended Closed Group are disclosed in note 30. Significant accounting policies The accounting policies of the Parent are consistent with those of the Group. 120 Macmahon Annual Report 2023 32 DISPOSAL GROUP HELD FOR SALE In June 2022, management committed to a plan to sell the assets and liabilities of Ramex Services Pty Ltd entity. Accordingly the assets and liabilities of Ramex Services Pty Ltd were presented as a disposal group at 30 June 2022. The sale transaction was completed on 26 August 2022 via sales of shares of Ramex Services Pty Ltd for a total consideration of $2.827m of which $2.227m of proceeds are deferred and received over an 18-month period. An additional loss of $0.252m was recognised at the date of completion for movement in carrying value of assets and liabilities of the disposal group. As at 30 June 2023, $1.209m of receivable is still outstanding. Trade and other receivables Inventories Property, plant and equipment Assets classified as held for sale Trade and other payables Assets classified as held for sale 2023 $’000 - - - - - - 2022 $’000 767 2,496 227 3,490 619 619 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 121 33 OTHER SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below. The accounting policies are consistent with those disclosed in the prior period financial statements, except for the impact of new and amended standards and interpretations, effective 1 July 2022. The adoption of these standards and interpretations did not result in any significant changes to the Group's accounting policies. The Group has not elected to early adopt any new or amended standards or interpretations that are issued but not yet effective. New Accounting Standards and Interpretations not effective for the Group at 30 June 2023 or early adopted A number of new standards, amendments of standards and interpretations are effective for annual periods beginning from 1 July 2023 and earlier application is permitted, however, the Group has not early adopted these standards in preparing these consolidated financial statements. The Group has reviewed these standards and interpretations and has determined that none of these new or amended standards and interpretations will significantly affect the Group's accounting policies, financial position or performance. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 as appropriate for for-profit orientated entities. These financial statements also comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB). The consolidated financial statements provide comparative information in respect of the previous period. For consistency with the current year's presentation, where required, comparative information has been reclassified. The financial statements have been prepared under the historical cost basis, except for contingent consideration and certain other financial assets and financial liabilities, which are measured at fair value. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are included in the respective notes to the financial statements: Note 2 - revenue recognition: estimate of variable consideration Note 5 - recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised. 122 Macmahon Annual Report 2023 Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 31. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Macmahon Holdings Limited as of 30 June 2023 and the results of all subsidiaries for the year then ended. Macmahon Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'Group'. Subsidiaries Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Entities are deconsolidated from the date that control ceases. Interest in equity accounted investees The Group's interests in equity-accounted investees comprise interests in joint ventures. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in joint ventures are accounted for using the equity method and are initially recognised at cost, including transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss, and other comprehensive income of equity accounted investees, until the date on which significant influence or joint control ceases. Transactions eliminated on consolidation Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Foreign currency translation The financial statements are presented in Australian dollars, which is Macmahon Holdings Limited's functional and presentation currency. Foreign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at the reporting date exchange rates of monetary assets, and liabilities denominated in foreign currencies are recognised in the profit or loss. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 123 Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. Monetary assets and liabilities denominated in foreign currency at the reporting date are translated to the functional currency at the exchange rate at that date. The income and expenses of foreign operations are translated into Australian dollars at the average exchange rates for the period. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are recognised to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the foreign currency translation reserve in equity. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Goods and Services Tax (GST), Value Added Tax (VAT) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Rounding of amounts The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. 124 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 125 126 Macmahon Annual Report 2023 Directors’ Declaration IN THE DIRECTORS’ OPINION: • The consolidated financial statements and notes, and the Remuneration Report in the Directors’ Report, comply with and are made in accordance with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements. • The consolidated financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 33. • The consolidated financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2023, and of its performance for the financial year ended on that date, and comply with Australian Accounting Standards and the Corporations Regulations 2001. • There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. At the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee (pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785) described in note 30 to the financial statements. The Directors have been given the declarations from the Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2023 as required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors MS E SKIRA, AM Independent Non-Executive Chair 22 August 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 127 Independent Auditor’s Report 128 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Macmahon Holdings Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Macmahon Holdings Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: •Giving a true and fair view of the Group’sfinancial position as at 30 June 2023 and ofits financial performance for the year endedon that date; and•Complying with Australian AccountingStandards and the Corporations Regulations2001.The Financial Report comprises: •Consolidated statement of financial positionas at 30 June 2023;•Consolidated statement of profit or loss andother comprehensive income, Consolidatedstatement of changes in equity, andConsolidated statement of cash flows for theyear then ended;•Notes including a summary of significantaccounting policies; and•Directors’ Declaration.The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. 128Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 129 Revenue recognition ($1,906 million) Refer to Note 2 to the Financial Report The key audit matter How the matter was addressed in our audit The Group’s revenue arises from rendering mining and mining related services based on contracts with customers. Revenue recognised is based on contractual rates or on a cost reimbursement basis as performance obligations are met. We focussed on this area as a key audit matter due to its significant value in the Group’s financial report and audit effort associated with a large number of customer contracts. Our procedures included: Evaluating the Group’s revenue recognitionpolicies against the requirements of the relevantaccounting standards;Understanding the Group’s process foraccounting for revenue across differentcontracts against the terms in the customercontracts;Testing key controls in the revenue recognitionprocess such as approval of monthly progressclaims by the customers prior to billing;Testing a statistical sample of revenuetransactions by agreeing it to documentation tosupport the satisfaction of the performanceobligation;Evaluate key contracts with customers toensure revenue is recognised in accordancewith the requirements of the AccountingStandards;Testing a statistical sample of unbilled revenueaccruals to by agreeing it to documentation tosupport the satisfaction of the performanceobligation;Testing a sample of invoices recognised duringthe period under audit, and in subsequentperiods, to the underlying progress claims tocheck revenue recognition in the correct period;Obtaining significant credit notes recognisedpost year end to check the Group’s recognitionof revenue in the correct period;For key contracts where variable considerationis recognised, evaluating the Group’s evidenceto meet the recognition requirements of highlyprobable by checking to subsequent customerapproval of these amounts; andEvaluating the Group’s disclosures against ourunderstanding obtained from our testing and therequirements of the accounting standards.129 130 Valuation of property, plant and equipment ($720.1 million) and goodwill ($8.8 million) Refer to Note 15 and 16 to the Financial Report The key audit matter How the matter was addressed in our audit A key audit matter for us was the impairment testing of the Group’s cash generating units (CGUs), Surface & Civil and Underground. Property plant and equipment and goodwill associated with these CGUs amounts to $728.9 million, representing 49.8% of total assets of the Group. This is a key audit matter because of the size of the assets being tested, the deficiency of market capitalisation to net assets and the judgement required in this area. In performing an assessment of the valuation of the property, plant and equipment and goodwill management developed an impairment model which contains significant and judgmental assumptions including: Forecast revenuesForecast project marginsForecast capital expenditurerequirementsDiscount ratesmatter. Our procedures included: Working with our valuation specialists, weconsidered the appropriateness of the modelsapplied by the Group to perform the impairmentagainst the requirements of the accountingstandards;We assessed the integrity of the impairmentmodels used, including the accuracy of theunderlying formulas;We assessed the accuracy of previous Groupforecasts to inform our evaluation of forecastsincorporated in the impairment models;We challenged the Group’s forecast cashflowsand terminal value multiples consideringcompetitive market conditions and thecontinuing volatility in the global economicenvironment. We used our knowledge of theGroup, the Group’s past and recentperformance, business and customers, contracttenure and our industry experience;We compared the forecast cash flows containedin the impairment model to Board approvedbudgets;We considered the sensitivity of the models byvarying key assumptions, such as uncontractedrevenues, project margins and discount rates,within a reasonably possible range;With the assistance of our valuation specialists,we considered the discount rate rangeindependently developed by management’sexpert using publicly available market data forcomparable entities to the Group and theindustry it operates in.Consideration of market capitalisation deficiencyin comparison to net assets, having regard tovaluation cross checks such as independentdesktop valuations sourced by the Group for keyitems of plant and equipment; andWe assessed the disclosures in the financialreport against the requirements of theaccounting standards.130Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 131 Other Information Other Information is financial and non-financial information in Macmahon Holdings Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report . Responsibilities of the Directors for the Financial Report The Directors are responsible for: •Preparing the Financial Report that gives a true and fair view in accordance with AustralianAccounting Standards and the Corporations Act 2001;•Implementing necessary internal control to enable the preparation of a Financial Report that givesa true and fair view and is free from material misstatement, whether due to fraud or error; and•Assessing the Group and Company’s ability to continue as a going concern and whether the useof the going concern basis of accounting is appropriate. This includes disclosing, as applicable,matters related to going concern and using the going concern basis of accounting unless theyeither intend to liquidate the Group and Company or to cease operations, or have no realisticalternative but to do so.Auditor’s responsibilities for the audit of the Financial Report Our objective is: •To obtain reasonable assurance about whether the Financial Report as a whole is free frommaterial misstatement, whether due to fraud or error; and•To issue an Auditor’s Report that includes our opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. 131 132 Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Macmahon Holdings Limited for the year ended 30 June 2023, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 55 to 67 of the Directors’ report for the year ended 30 June 2023. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG R Gambitta Partner Perth 22 August 2023 132Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 133 Summary of Consolidated Reports Profit and loss ($’m) 2023 2022 Restated1 2021 2020 2019 Revenue from continuing operations 1,906.2 1,698.0 1,351.5 1,380.4 1,103.0 Underlying EBITDA Depreciation and amortisation (excluding customer contracts) Underlying EBIT Other exclusions from underlying items2 Reported EBIT Net interest Profit / (loss) before income taxes Income tax expense Profit/(loss) after taxes from continuing operations Minority interests Profit / (loss) after taxes attributed to Macmahon Other exclusions from underlying items (net of tax)2 Underlying net profit / (loss) after taxes attributed to Macmahon Balance sheet ($'m) Plant and equipment Total assets Net assets Equity attributable to the Group Net debt / (net cash) Cash flow ($'m) Underlying EBITDA Net interest paid Income tax (paid) / refund Decrease / (increase) in working capital, provisions and other non-cash items Net operating cash flows, including joint venture Investing and financing cash flows (net) Effect of exchange rates on cash Cash at beginning of financial year Closing cash and cash equivalents 308.7 (192.0) 291.4 (190.6) 249.9 (153.6) 238.7 (147.1) 181.4 (106.2) 116.6 (9.9) 106.7 (24.3) 82.4 (24.7) 57.7 - 57.7 9.9 67.6 720.1 1,464.7 608.8 608.8 201.9 308.7 (23.6) (12.0) (6.3) 266.9 (248.3) 1.7 198.0 218.2 100.8 (35.6) 65.1 (19.0) 46.1 (18.7) 27.4 - 27.4 35.6 63.0 672.6 1,338.3 559.5 559.9 215.5 291.4 (19.1) (17.5) (26.9) 227.9 (216.0) 4.0 182.1 198.0 96.2 (2.3) 93.9 (14.6) 79.3 (3.9) 75.4 - 75.4 (15.5) 59.9 582.7 1,143.5 535.9 535.9 130.4 249.9 (15.9) (10.4) (15.4) 239.0 (195.9) (2.8) 141.8 182.1 91.6 (4.3) 87.3 (14.8) 72.5 (7.5) 64.9 - 64.9 4.3 69.2 457.0 923.0 497.8 497.8 60.9 238.7 (14.8) (8.5) (21.7) 193.7 (165.7) 0.6 113.2 141.8 75.1 (10.6) 64.5 (10.7) 53.8 (7.7) 46.1 - 46.1 10.6 56.7 399.6 824.9 447.6 447.6 52.7 181.4 (10.7) (15.2) (63.0) 92.5 (89.8) 0.9 109.6 113.2 1 2 30 June 2021 balances have been restated to reflect the Group's change in accounting policy for costs related to configuration and customisation of Software-as-a-Service (SaaS) arrangements. Other exclusions from underlying items consist of: • 2023 consists of acquisition costs, share-based payment expenses, SaaS costs, impairment of asset disposal group and amortisation on customer contracts recognised on acquisitions. 2022 consists of earn-out in relation to previous acquisition, acquisition costs, share-based payment expenses, SaaS costs, impairment of asset disposal group and amortisation on customer contracts recognised on acquisitions. 2021 consists of earn-out in relation to previous acquisition, acquisition costs, share-based payment expenses, fair value uplift on investment in joint venture, gain on acquisition of subsidiary and amortisation on customer contracts recognised on acquisitions. 2020 consists of acquisition costs, share-based payment expenses and amortisation on customer contracts recognised on acquisitions. 2019 consists of litigation settlements and related legal fees, acquisition costs and share-based payments expense. • • • • Due to rounding, numbers presented may not add. 134 Macmahon Annual Report 2023 People and safety Number of employees LTIFR TRIFR Order book Work in hand ($b) New contracts and extension ($b) Revenue growth (%) Reported NPAT / Revenue (%) Underlying NPAT / Revenue (%)2 EBIT interest cover (x) Reported basic EPS from continuing operations (cents) Underlying basic EPS from continuing operations (cents) Balance sheet ratios Gearing ratio Reported return on average capital employed (ROACE) (%) Underlying ROACE (%)3 Reported return on equity (ROE) (%) Underlying ROE (%)3 Reported return on assets (ROA) (%) Underlying ROA (%)3 Net tangible assets (NTA) per share ($) Cash flow ratios ($'m) Net operating cash flow per share (cents) Shareholders Shares on issue ('m) at 30 June Share price at 30 June (cents) Dividends declared (cents)3 Percentage franked (%) Market capitalisation ($'m) Enterprise value (EV) Price / NTA ($) 2023 2022 Restated1 2021 2020 2019 8,368 0.1 3.9 5.1 2.0 12.3 3.0 3.5 4.4 2.75 3.22 24.9 13.3 14.5 9.9 11.6 4.1 4.8 0.28 7,848 6,082 5,229 0.2 4.8 5.0 1.7 25.6 1.6 3.7 3.4 1.30 3.00 27.8 9.0 13.9 5.0 11.5 2.2 5.1 0.25 0.1 6.4 5.0 2.3 (2.1) 5.6 4.4 6.4 3.59 2.85 19.6 15.3 15.6 14.6 11.6 7.3 5.8 0.24 0.1 3.8 4.5 1.4 25.1 4.7 5.0 5.9 3.10 3.30 10.9 16.4 17.2 13.7 14.6 7.4 7.9 0.22 4,072 0.4 4.0 4.5 0.2 55.3 4.2 5.1 6.0 2.19 2.69 10.5 14.2 16.5 10.8 13.2 6.0 7.3 0.20 12.4 10.6 11.1 9.0 4.3 2,155.0 2,155.0 2,155.0 2,155.0 2,155.0 15.5 0.75 - 334.0 535.9 0.6 13.5 0.65 - 290.9 506.4 0.5 19.0 0.65 20.0 409.4 539.8 0.8 25.5 0.60 30.0 549.5 610.4 1.2 18.5 0.50 30.0 398.7 451.4 0.9 1 30 June 2021 balances have been restated to reflect the Group's change in accounting policy for costs related to configuration and customisation of Software-as-a-Service (SaaS) arrangements. 2 Underlying items are adjusted for other exclusions as per footnote 1 on page 130. 3 Subsequent to 30 June 2023, the Board approved the payment of a final dividend of 0.45 cents per share. For the year ended 30 June 2023, the payment of an interim dividend of 0.30 cents per share was also approved by the Board. The Summary of Consolidated Reports uses non-IFRS financial information, such as underlying EBIT(A) and EBITDA, to measure the financial performance of the Group. Non-IFRS measures of financial performance are unaudited. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 135 ASX Additional Information Additional information required by the Australian Securities Exchange and not disclosed elsewhere in this report is set out below. The information was current as at 11 August 2023. NUMBER AND DISTRIBUTION OF EQUITY SECURITIES The Company has a single class of equity securities on issue, being fully paid ordinary shares. The distribution schedule of the Company's shares is detailed below. There may be differences between this information and the list of the top 20 largest shareholders due to differences between registered holder details, the nature of a holder’s relevant interest in voting shares, or movements of less than 1 percent which do not require disclosure. 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Total 633 1,939 997 2,544 0.01% 0.25% 0.36% 4.31% 660 95.07% 6,773 100% There were 1,846 holders of less than a marketable parcel of shares (3,125 shares or fewer) based on the closing price on 11 August 2023 ($0.16) of Macmahon shares listed on ASX. SUBSTANTIAL HOLDERS The following shareholders have declared a relevant interest in the number of voting shares at the date of giving a substantial shareholder notice under Part 6C.1 of the Corporations Act 2001. VOTING RIGHTS The voting rights attaching to fully paid ordinary shares are detailed below: Each holder present at a general meeting (whether in person, online, by proxy or by representative) is entitled to one vote on a show of hands, or on a poll, one vote for each share, subject to any voting restrictions that may apply. ON-MARKET SHARE BUY-BACK The Company is not currently conducting an on-market buy-back of its shares listed on the ASX. RESTRICTED SECURITIES AND VOLUNTARILY ESCROWED SECURITIES There are no securities on issue which are restricted securities. Holders giving notice Amman Mineral Contractors (Singapore) Pte Ltd Paradice Investment Management Pty Ltd Number of ordinary shares in which interest is held There are 11,100,000 shares which are subject to voluntary escrow until December 2023. 954,064,924 140,456,595 136 Macmahon Annual Report 2023 Equity Security Holders The names of the 20 largest holders of quoted equity securities (fully paid ordinary shares) are listed below. Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s Rank Name Amman Mineral Contractors (Singapore) Pte Ltd J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited HSBC Custody Nominees Limited National Nominees Limited CPU Share Plans Pty Ltd Shares 954,064,924 233,603,136 183,998,573 122,698,240 67,689,832 48,937,554 HSBC Custody Nominees (Australia) Limited 28,069,355 Precision Opprtunities Fund Ltd 26,000,000 BNP Paribas Nominees Pty Ltd UBS Nominees Pty Ltd BNP Paribas Noms (NZ) Ltd Moranbah Nominees Pty Ltd Merrysoul Pty Ltd Kenson Investments WA Pty Ltd Ryder Investment Management Pty Ltd Mr Amarjit Singh + Mrs Jaswant Kaur HSBC Custody Nominees (Australia) Limited Keong Lim Pty Limited Maitri Pty Ltd Mr Paulus Gerardus Brouwer + Mr Remy Paulus Brouwer 16,836,101 14,343,955 14,290,336 11,400,494 11,100,000 10,778,075 10,680,641 8,000,000 6,603,890 6,565,000 6,485,994 5,600,000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 % 44.27 10.84 8.54 5.69 3.14 2.27 1.30 1.21 0.78 0.67 0.66 0.53 0.52 0.50 0.50 0.37 0.31 0.30 0.30 0.26 Top 20 Holders Remaining Holders Balance Total Shares on Issue 1,787,746,100 367,239,718 82.96 17.04 2,154,985,818 100.00 L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 137 138 Macmahon Annual Report 2023 Y e a r a t l a G a n c e O u r O u r B u s i n e s s C a p a b i l i t i e s a n d S t r a t e g y V i s i o n , l V a u e s L e t t e r f r o m M D a n d O p e r a t i o n a l a n d S u s t a n a b i i l i t y D i r e c t o r s ’ R e m u n e r a t i o n i F n a n c a i l t h e C h a i r C E O R e p o r t i F n a n c a i l R e v e w i R e p o r t R e p o r t R e p o r t S t a t e m e n t s D i r e c t o r ’ s l D e c a r a t i o n S u m m a r y o f R e p o r t s A S X A d d i t i o n a l D i r e c t o r y I n f o r m a t i o n l a n d G o s s a r y 139 Corporate Directory and Glossary DIRECTORS INCORPORATION Eva Skira AM, Non-Executive Chair Michael (Mick) Finnegan, Managing Director and Chief Executive Officer David Gibbs, Non-Executive Director Denise McComish, Non-Executive Director Bruce Munro, Non-Executive Director Hamish Tyrwhitt, Non-Executive Director CHIEF FINANCIAL OFFICER Ursula Lummis COMPANY SECRETARY Ben Secrett REGISTERED OFFICE AND BUSINESS ADDRESS 15 Hudswell Road Perth Airport WA 6105 Australia Phone: +61 8 9232 1000 Fax: +61 8 9232 1001 POSTAL ADDRESS PO Box 198 Cannington WA 6987 Australia SHARE REGISTRY Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000 Australia Phone: 1300 850 505 www.computershare.com.au web.queries@computershare.com.au STOCK EXCHANGE LISTING Macmahon Holdings Limited fully paid ordinary shares are listed on the Australian Securities Exchange with an ASX code of “MAH”. AUDITOR KPMG 235 St Georges Terrace Perth WA 6000 WA Macmahon Holdings Limited is incorporated and domiciled in Australia as a public company limited by shares. ACN 007 634 406 ABN 93 007 634 406 KEY DATES (SUBJECT TO CHANGE) 2023 Annual General Meeting – 20 October 2023 (at a time and place to be announced) Release of FY24 Half Year Results – February 2024 Release of FY24 Full Year Results – August 2024 GLOSSARY AMNT EBIT EBIT(A) EBITDA EV PT Amman Mineral Nusa Tenggara Earnings before net interest expense and tax expense Earnings before net interest expense, tax expense and customer contract amortisation Earnings before net interest expense, tax expense, depreciation and amortisation Enterprise value, being market capitalisation plus net debt Gearing ratio Net debt/equity plus net debt LTIFR TRIFR NPAT NTA ROACE ROE ROA Lost time injury frequency rate Total recordable injury frequency rate Net profit after tax Net tangible assets Return on average capital employed – EBIT(A)/average capital employed, where capital employed is total assets excluding cash less current liabilities excluding current debt Return on equity – Underlying NPAT/ average net assets Return on assets – Underlying NPAT/ average assets Note: Refer to Summary of Consolidated Reports for reconciliation to underlying results. 140 Macmahon Annual Report 2023 Macmahon Holdings Limited ACN 007 634 406 15 Hudswell Road Perth Airport WA 6105 Australia +61 8 9232 1000 info@macmahon.com.au macmahon.com.au linkedin.com/company/macmahon facebook.com/macmahonmining instagram.com/macmahonmining/ @macmahon_mining youtube.com/@macmahon9047

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