6 questions asked at 2024 Karoon Gas AGM
July 17, 2024
Here is the text of the 6 questions asked at the 2024 Karoon Gas hybrid AGM held on May 23, along with a summary of the answers. No early disclosure of the proxies. Meeting lasted 2 hours and 40 minutes. See video webcast of full meeting. Lots of protest votes including 28.7% against director Peter Turnbull, a 26% rem strike, 34.5% against the placement refresh and circa 20% against the fee rise for directors and the CEO's LTI grant.
Q1. Why bother refreshing the placement capacity when placements are not pro-rata and favour institutions over retail shareholders? Does this indicate you are planning another selective placement? Truth be known, you owe your retail shareholders an SPP after doing a $170 million selective placement last year, which diluted retail shareholders without compensation. Will you seriously consider doing an SPP for retail investors to make up for this dilution.
Answer: . See video of exchange via Twitter.
Q2. Whose idea was it to needlessly cap the ability of retail shareholders to apply for additional shortfall shares in last year's $310 million entitlement at just 55% of entitlement? The $94 million retail offer finished $74 million short and there would have been more support if retail shareholders had an unlimited ability to apply for shortfall shares. The likes of Wesfarmers, Bluescope, Stockland, Amcor, Asciano, Bendigo Bank, Bank of Queensland, Dexus, Santos and Suncorp all offered unlimited overs in similar circumstances. Why didn't we push back against under-writer Macquarie which has long preferred capital raising structures which are designed to dilute retail shareholders without compensation?
Answer: . See video of exchange via Twitter.
Q3. Could new directors Melissa and Joanne, along with the chair comment, on the recruitment process that led to their appointments to the board. Was a head hunter involved, did the full board interview any other candidates? Did Melissa or Joanne know any of our directors before engaging with the recruitment process?
Answer: . See video of exchange via Twitter.
Q4. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 145 to 2,172 since June 2022, including 15 straight months of declines. There have already been 7 major takeovers completed this year with another 18 deals announced and in the works. The ASX is losing long standing names such as CSR, Boral, Blackmores, Alumina, Coca Cola Amatil, the old Leighton Holdings, Sydney Airport, Invocare, OZ Minerals, Newcrest Mining, Crown Resorts and Ausnet, which have all disappeared over the past 3 years. There is a clear mis-pricing between public markets and private markets. Why are public markets not valuing ASX listed companies like ours more highly and what are we doing to avoid being gobbled up like so many other companies companies. Does the chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks?
Answer: . See video of exchange via Twitter.
Q5. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions, including Melissa's election? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? Why not disclose the proxies to the ASX along with the formal addresses, like many companies now do?
Answer: . See video of exchange via Twitter.
Q6. When disclosing the outcome of voting on all resolutions today, including this NED fees increase, 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 voluntary disclosure initiative adopted by the likes of Metcash, Dexus, Webjet, Tabcorp, ASX, Qantas and Myer over the past 3 years. Also, given the lively debate at today's AGM, will you publish a full copy of the webcast and a full transcript on your website for the benefit of the 99% of shareholders who weren't able to attend live?
Answer: . See video of exchange via Twitter.
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