13 questions lodged at 2021 AGL AGM
September 27, 2021
Below is the text of the 13 questions lodged at the 2021 AGL AGM held on September 22.
1.
After our share price peaked at over $26 in
April 2017, it today opened at around $5.72, giving us a market capitalisation
of only $3.4 billion. However, we claim to have net assets of $5.5 billion. Does
this mean further write-downs are coming and please summarise the key covenants
on our circa $3 billion in debt? Could the auditor also please comment on the
$2.1 billion disparity between market value and book value.
2.
With the proposed demerger, is it right to
assume that the retail/consumer business will take on a bigger share of the $3
billion AGL debt because its profits are more reliable and sustainable going
forward? Will it be challenging to receive bank approval for the demerger, particular
for those financiers exposed to the carbon intensive assets?
3.
AGL is increasingly looking like its plunging
share price and excessive debt will force the need for an emergency equity raising.
If this occurs, can the board promise that it will use the PAITREO model - with
compensation for all non-participants and retail rights trading – similar to
the $1.23 billion PAITREO we did at $11 a share in 2014?
4.
What was the AGL board's view on the widely
rorted $90 billion JobKeeper program. It was very easy to qualify by just
forecasting a drop of revenue, even if it didn't eventuate. How did AGL play
JobKeeper and are we aware of any competitors which participated in the scheme?
5.
The current AGL constitution provides a range of
between 3 and 10 directors and there are no entrenchment provisions making it
difficult for external candidates to nominate for the board. Will the chair
undertake to replicate these features of the constitution in the demerged
company avoiding following the lead of other demerged companies such as South32
and Treasury Wine Estates which had constitutions imposed without shareholder
approval which required external candidates for the board to be supported by
100 shareholders or 5% of issued capital?
6.
There are 5 proxy advisers in the
Australian market – Ownership Matters, ISS, CGI Glass Lewis, ACSI and the
Australian Shareholders' Association. We know that ASA is recommending and
voting against the rem report and the LTI grant for CEO Graeme Hunt. Have any
of the other proxy advisers gone against the board's voting recommendations
today and if so, please provide the details?
7.
Ausnet agreed to a request to release the proxy
votes with the formal addresses lodged with the ASX before its July 15 AGM, in
order to facilitate better AGM debate. Afterpay did likewise last year. Why did
AGL reject a written request to do the same and instead resolve to withhold
disclosure of the proxies until after all questions are asked today, when this
also goes against Australian Shareholders' Association AGM guidelines? Can you
cite anyone who supports withholding proxy disclosure like this?
8.
When disclosing the outcome of the Paris Goals
and Targets resolutions and all other resolutions today on your website, could
you please advise how many shareholders voted for and against, similar to what
happens with a scheme of arrangement? This will provide a better gauge of
retail shareholders sentiment on all resolutions and was a disclosure
initiative recently adopted by Metcash after its AGM.
9.
The AFR's
Rear Window columnist Joe Aston recently attacked the decision to have both
demerged companies move their headquarters from Sydney to Melbourne because, he
said, both CEOs prefer to live in Melbourne. Is this true and how much will
these relocations cost?
10.
The Macquarie shorting associated with
under-writing the DRP is standard practice but does the board now recognise
that it would have been more prudent to not pay a dividend and instead pay down
our $3 billion debt. Was under-writing the DRP a requirement of our banking
syndicate?
11.
As the chair of Bendigo and Adelaide Bank, could
Jacqueline Hey please comment on how much Australia's bank are moving to
decline or reduce funding for carbon intensive businesses like AGL. Is Bendigo
a lender to AGL?
12.
Could the proxy position be disclosed before the
debate on each item rather than after, in accordance with ASA best practice AGM
guidelines? Did Mr Sharif, the youngest ever candidate for an ASX100 board,
receive more than 2% of the proxy votes in favour?
13.
Why are Australian boards so afraid of listening
to the opinions of shareholders by way of non-binding shareholder resolutions?
These are standard practice in the US yet dozens of ASX listed companies have
now recommended against these constitutional amendments. Did you consider
supporting this move and will you consider providing for such resolutions in
the constitution of Accel?
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