AGMs

6 questions asked at 2024 Briscoe Group AGM


May 16, 2024

Here is the text of the 6 questions asked at 2024 Briscoe Group hybrid AGM held on May 16 in Auckland, along with a summary of the answers and some video grabs.

Q1. Australian billionaire Gerry Harvey is listed in the annual report as being our second biggest shareholder after Rod Duke, with 5.25m shares or 2.36% worth around $22.3 million. Could Rod please comment on his relationship with Mr Harvey, whether the two of them discuss his investment and whether Gerry has ever made an offer to buy the company? Has Rod thought about reciprocating and buying a few shares in Harvey Norman?

Answer: Question was badly butchered by the chair and blended with another but then we were told Gerry and Rod recently bought the Westgate Shopping Centre together. Watch video of exchange via Twitter. Also watch Dame Rosanne claim she told Gerry he had to get off the Briscoe board if he kept failing to attend board meeting.

Q2. From a governance point of view, it is a bit untidy to have all those related party transactions in the annual report where our 77% controlling shareholder and CEO Rod Duke is also the landlord at several stores, taking rent off the minority shareholders who own 23% of this business. Could Rod explain the history of these arrangements & could the chair comment on how she ensures minority shareholders are not overpaying and whether the board has looked at normalising the arrangements by buying the said properties off Mr Duke.

Answer: Question was badly butchered by the chair and blended with another but then we were told Gerry and Rod recently bought the Westgate Shopping Centre together. Watch video of exchange via Twitter.

Q3. Could the PwC audit signing partner and the chair comment on why our market cap of $A946m is more than 3 times the claimed audited net assets of $NZ315m. What is the market valuing that we are not? The auditor declared that the $NZ105m inventory carrying value was the only key audit matter they interrogated. Did anything change as a result of this focus review. Also, will the auditor next year probe whether we are being too aggressive with depreciation & amortisation charges? What can be done to make our books more accurate?

Answer: Question was badly butchered by the chair but then the CFO explained a few accounting points.

Q4. The chair has served since 2001 & the notice of meeting declared that this will be her last term. The Australian Shareholders' Association stops classifying NEDs as independent after >10 years of service, so why are we still doing it after 23 years? Doesn't the chair & board recognise the concept that you lose independence with the passing of time, because you become a prisoner of your own long history, unable to independently change or review decisions you made many years earlier. Is the next chair currently on the board?

Answer: A shocking butchering of the question by "Geoff" and then Rod Duke just claimed it had been dealt with. Watch video of exchange via Twitter.

Q5. In April 2020, Kathmandu launched a deeply discounted $NZ207 million capital raising at just $NZ50c. We were the largest shareholder with 16.7% but declined to participate & were therefore diluted down to just 6.7% without compensation. Why didn't we take up all these cheap shares at the time, and then sell the lot when Kathmandu recovered to trade at around $A1.50 in late 2021. Instead, the stock has now tanked to just A40c. Have we thought about buying more shares at this level & what is our average buying price?

Answer: Was also raised from the floor. Response stressed they are disappointed and watching it closely.

Q6. Rod was born in Adelaide in 1951 and didn't cross the ditch until late in the 20th century. Having made his pile and reached the age of 73, isn't it time for him to retire and return home to Australia? Has he retained his Australian citizenship and how much of his time does Rod spend in his home country? Under his leadership, why hasn't Briscoe competed with some of the big boys in Australian retailing?

Answer: Question was badly butchered by the chair with the retirement element not even mentioned but we did get some interesting comments from Rod Duke on the Australian market. Watch video of exchange via Twitter.