6 questions asked at 2024 AGL hybrid AGM

Q1. 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 June 2022 to a 10 year low, including 19 straight months of declines. There have already been 24 major takeovers above $200m approved by shareholders so far this calendar year with another dozen deals announced and in the works. 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. Origin Energy only just survived a takeover bid last year. 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. Does the chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks?

Answer: The chair gave the usual "we've just got to manage the business as best we can" response - watch video of exchange via Twitter.

Q2. 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 the remuneration report? If so, what reasons did they give? Also, why are you holding back proxy disclosure. 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. Will you adopt this practice at next year's AGM?

Answer: The chair said everyone was in favour and there were no protest votes but she stuck with the dinosaur approach of holding back disclosure - watch video of exchange via Twitter.

Q3. When disclosing the outcome of voting on all resolutions today, including the re-election of directors like Graham Cockroft, 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, Altium, Dexus, Webjet, Tabcorp, Myer, ASX and Qantas over the past 3 years. This is particularly important for AGL given that we have around 150,000 retail shareholders which leads to an overall turn out of less than 50% of issued capital when it comes to voting at AGMs. Such poor turnout effectively doubles the voting power of bigger shareholders such as Mike Cannon Brookes who owned only 11% of the company but had around 22% of the votes at the 2022 AGM when all 4 of his candidates were elected to the board despite the directors recommending against 3 of them. There is a crisis when it comes to low retail shareholder participation at AGMs and we'll better under stand this if you tell us how many shareholders voted today. Was it even 2% or 3000 of our 150,000 shareholders? You've got the data, so why not let the sun shine in by embracing scheme-like disclosure?

Answer: The chair gave no ground saying they would just follow the law - watch video of exchange via Twitter.

Q4. Well done to Christine for being Australia's best credentialled director when it comes to resigning over a matter of principle at companies such as Wisetech, Blackmores and, most recently, Metcash. The directors club needs more boat rockers, straight talkers who challenge group think and are prepared to push hard for change and resign if necessary. Kudos to Christine for also being prepared to put herself forward for election at the 2022 AGL AGM and succeeding against the recommendation of the then board. As someone who has failed in all 56 public company board tilts over the past 24 years, I'm jealous of Christine's AGL success. What was it like bursting into a major board un-invited and has she come close yet to resigning over a matter of principle at AGL as has occurred at other boards. Could Christine please summarise her history of principled resignations and the overall unusual approach she takes to being a professional independent public company director.

Answer: The chair just straight batted this and didn't invite Christine to comment, which was a shame - watch video of exchange via Twitter.
Q5. Well done to the CEO so far. He's an impressive performer in one of the most complicated roles anyone could take on and and I support the appointment. Could the CEO please summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.

Answer: The chair dealt with most of it saying only a small amount had vested this year and then the CEO spelt out his on-market purchases two years ago - watch video of exchange via Twitter.

Q6. Thank you to Patricia McKenzie for her 5 years of service on the AGL board, the last two years as chair. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as an AGL director and chair, could Patricia please comment on what she regards as the best decisions AGL made during her time on the board and does she have any regrets? Also, does she agree that Australia should move to annual elections of directors as now occurs in the US and the UK, to provide more accountability and flexibility for shareholders when it comes to director selection.

Answer: The chair talked up hiring Damien Nicks as CEO, the accelerated energy transition and opposed annual elections of directors - watch video of exchange via Twitter.

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