13 questions asked at 2022 APA AGM

October 19, 2022

Here is the text of 13 written questions lodged at the 2022 APA AGM held on October 19, with only 3 not being asked after the chairman called time citing a 2 question limit per resolution.

1. APA has a market capitalisation of $11.3 billion and is the largest listed company which remains a trust, rather than a regular company. Does James Fazzino agree it is time to just pay the extra tax and regularise our corporate structure to replicate what every other ASX50 company does?

Answer: the board fully supports the current structure because change which trigger big tax payments.

2. Because it is a trust, APA doesn't have to put its remuneration report to the vote. Thanks for voluntarily doing this since 2017, although it was regrettable you didn't do it for the first 12 years of the regime which was introduced in 2005. Is there anything stopping the board from dumping the remuneration report vote in future years and will you commit to continue the current practice into the future?

Answer: we could dump it but don't intend to.

3. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's board resolutions and if so, what concerns did they raise?

Answer: all proxy advisers supported all resolutions.

4. When disclosing the outcome of voting on all resolutions today, but particularly this climate transition plan, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus after their 2021 AGMs.

Answer: No.

5. Has their been a material proxy protest vote against any of today's resolutions, including the remuneration report? Origin Energy is also holding its AGM today and has disclosed the proxy position to the ASX with the formal addresses ahead of the AGM commencing since 2008. Why doesn't APA do this and will you at least disclose the proxies on the screen before the debate commences.

Answer: No we will keep withholding the proxies as we don't want the voting data to inhibit the debate.

6. What prompted the board's decision to put the climate transition plan up for a vote and will you commit to doing this every year into the future, like what occurs with the non-binding remuneration report vote, which is also a voluntary initiative.

Answer: we are only planning it every three years.

7. Does the trust structure have an impact on the appointment and removal of directors. For instance, is it easy for external parties to challenge for a board seat and what is required for shareholders to propose a removal resolution? Also does Rhoda support APA voluntarily moving to annual elections of directors, a governance initiative which both BHP and Treasury Wine Estates have voluntarily embraced in 2022. What does the chair think of such a reform in order to be more accountable to unitholders?

Answer: Chair doesn't support annual elections and to run for the board you need support from 5% of the stock of 100 unitholders, which is a substantial barrier to entry.

8. Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? You did the webcast last year but not the transcript. Politicians and judges aren't told to watch videos of parliament and court proceedings, they get a transcript of everything that is said. The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today in order to be more transparent?

Answer: Not asked.

9. Unisuper, Vanguard and State Street are our 3 largest shareholders with a collective 24.7% of the company. Have they ever raised concerns about the governance weaknesses in our trust structure and how much would it cost each year in extra tax if we regularised our structure and ditched the trusts to become a normal company?

Answer: Chair said the only person who has ever raised concerns about the structure is me.

10. Under former chair Len Bleasel's long leadership, APA had significant personnel cross-over with its original sponsoring company, AGL. Our chair Michael Fraser is a former AGL CEO, which is now only capitalised at $4.52 billion whereas we are now worth $11.3 billion. How deep are the current ties with AGL both in terms of personnel who have come across and in commercial arrangements. Also, did our chair Mr Fraser believe there was any merit in the proposed AGL demerger which shareholders overturned. Has our chair ever met Mike Cannon-Brookes and what does he think of his approach at AGL.

Answer: It's now 22 years since the separation. There is a handful of people but that's out of 2000+ people.

11. Origin Energy is a big gas company which normally take a lot of heat from climate activists at its AGM. Is it a complete coincidence that we are also a very big gas company and have a clashing AGM with Origin occurring in Sydney right now. Origin has failed to deliver a hybrid AGM, a cynical move designed to minimise scrutiny. We are more transparent in taking online questions, so well done for that. Will the chair commit to working with Origin to not have clashing AGMs next year so that enthusiastic gas investors can participate in the AGMs of both companies.

Answer: Not asked.

12. There was a 20% protest vote against the last two resolutions. Surely this should be explained and has Rhoda also suffered a 20% protest vote. Which proxy advisers are recommending against the board and is this Unisuper flexing its muscles.

Answer: chair simply said that all proxy advisers recommended in favour of all resolutions. Didn't address situation with Unisuper.

13. In future years, would it be possible to have general business at the start of the meeting ahead of the formal resolutions. Best practice, is to then also have final questions at the end. Also, could you please put up an amendment to the constitution at next year's AGM removing the constitutional barriers for an external party to nominate for the board. No other ASX50 company requires 5% of shares or 100 shareholders to support a candidate to simply get on the ballot. It's normally just self-nomination or the support of 1 shareholder to run for a board.

Answer: Not asked.

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13 questions asked at 2022 APA AGM

October 19, 2022

Here is the text of 13 written questions lodged at the 2022 APA AGM held on October 19, with only 3 not being asked after the chairman called time citing a 2 question limit per resolution.