6 questions asked at 2024 Alumina scheme meeting
July 18, 2024
Here is the text of the 6 written questions submitted at the 2024 Alumina scheme meeting on July 18 which approved the takeover by Alcoa. Proxies weren't disclosed with the formal addresses but there were no material protest votes at the 45 minute meeting which sailed through with support from 99.77% of voted stock in favour and 87.5% of the voting shareholders (1,598 for and 227 against out of circa 52,000).
Q1. Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this at their AGMs and virtually all of the scheme EGMs this year have included this practice from the likes of CSR, Altium, Costa, Boart Longyear and Adbri. Why did you hold back proxy disclosure today and what is the proxy position?
Answer: Chair Peter Day had disclosed the proxies by the time this was read out - listen to audio of exchange via Twitter.
Q2. How many shareholders were eligible to vote on today's takeover and how many did so before the proxy voting deadline on Tuesday at 2pm? What sort of solicitation campaign did you run to maximise retail shareholder participation in today's vote?
Answer: Chair Peter Day wasn't able to produce the data from the slide he'd just flashed up showing 2,225 of the circa 52,000
shareholders had voted before the proxy deadline. Listen to audio of exchange via Twitter.
Q3. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 7% since January 2023, including 17 months straight of declines. The ASX is losing long standing names such as CSR, Boral, Blackmores, Alumina, Coca Cola Amatil, Sydney Airport, Invocare, OZ Minerals, Newcrest Mining, Crown Resorts and Ausnet, which have all disappeared over the past 3 years. Does the chair think this is a problem for the nation?
Answer: Chair Peter Day declined to engage on this one, declaring it "beyond his pay grade" and also not relevant Listen to audio of exchange via Twitter.
Q4. Why did it take CITIC's nominee on the board, Chen Zeng, until this morning to deliver his board support for the takeover proposal? Could Mr Zeng please outline what the approval process was at CITIC and why it took so long for formal support to be provided? Could the chair comment on whether there were times during the takeover negotiations that he was worried CITIC would scupper the deal by voting its pivotal 18.92% stake against the proposal. Finally, if CITIC had voted against the scheme, would it have been defeated?
Answer: Chair Peter Day declined to let Mr Zeng speak but said all processes had been professionally engaged with - listen to audio of exchange via Twitter.
Q5. The proxy turn out was barely 50% with only 1.55 billion of the 2.9 billion shares voted before the deadline at 2pm on Tuesday. Is this because CITIC proposes to vote on the floor today? Allan Gray has a similar shareholding to CITIC. Did they vote in favour ahead of the proxy voting deadline?
Answer: Chair Peter Day confirmed that CITIC would be voting from the floor but professed to not know how Allan Gray was voting, although he did say it's shareholding wasn't comparable to CITIC. Listen to audio of exchange via Twitter.
Q6. Will the full webcast archive be published on your website until at least the implementation date for the benefit of Alumina shareholders unable to tune in live online?
Answer: Chair Peter Day deferred to a staffer who gave us a "yes" - listen to audio of exchange via Twitter.
Finally, here is the audio of part of the chair's closing remarks reflecting on how this deal got done after 22 years.
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