6 questions asked at 2024 Aurizon Holdings 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 170 or 7.4% to 2,124 since June 2022, including 20 straight months of declines. There have already been 27 major takeovers above $200m completed so far this calendar year with another 10 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. 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? Would a takeover bid for Aurizon be subject to Queensland Government approval and do we believe a foreign bid would be blocked?

Answer: The chair Tim Poole said he was personally worried about the lack of floats and Aurizon has a 15% shareholder limit via the Queensland Government which would make a takeover more difficult, but not impossible. Watch video of exchange via Twitter.

Q2. Given that we claim to have $4.4 billion in net assets and the market cap is $6.4 billion, there is no suggestion that we're overvaluing our assets, overall. However, auditor Matt Donaldson from Deloitte does note in the key audit matters section of the annual report that valuing our Central Queensland Coal Network assets at $4.93 billion is an important issue in light of the coming changes from climate change and global decarbonisation efforts. If we did chose to take a $2 billion non-cash write-down on our largest single asset in the 2024-25 financial year, would this impact either our banking covenants or the pay arrangements for our senior executives? Also, could the auditor and the chair both comment on whether they believe the Central Queensland Coal Network assets are saleable at $5 billion and whether there are other assets they can point to on the balance sheet which they believe are materially under-valued against market value.

Answer: The chair said he believed the CQCN assets would be worth well north of $5 billion. Watch video of exchange via Twitter.

Q3. 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 this rem report? If so, what reasons did they give? Also, thank you for disclosing the proxies to the ASX along with the formal addresses to offer more timely disclosure to the market? Will you also voluntarily move in terms of transparency with the disclosure of voting by treating the poll results like a scheme of arrangement vote and revealing how many shareholders voted for and against each item, as well as the total shares outcomes. The likes of Qantas, ASX, Webjet and Myer all do this. And finally on AGM process, will you commit to continue with this excellent hybrid AGM model next year?

Answer: The chair said he would be open to disclose the votes by shares and shareholders, but then didn't do it. Watch video of exchange via Twitter. He also pointed out that all proxy advisers recommended in favour of all resolutions.

Q4. Well done to chair Tim Poole for flagging in the notice of meeting that he intends to retire at the end of 2025, after notching up more than 10 years of good service on this board. Does he believe the next chair is currently on the board and are there multiple viable successors or will we be looking outside? Also, could Tim please comment on how it works living in Melbourne where we have no operations and chairing a Brisbane-based company with a large exposure to the Queensland political system and infrastructure. Is he plugged into the Queensland political scene and public service and what does he regard as the key risks or opportunities if there is a change of Government on October 26 as the polls are suggesting?

Answer: The chair said there were no specific worries about a change of government and the executive team works hard to remain close to all Australian governments. Watch video of exchange via Twitter, plus these comments about where the next chair should be located..

Q5. There is no such thing as a secret ballot in corporate elections. You know who delivered the 14% protest vote against chairman Tim Poole's re-election and you know who delivered the 87.8m shares or 6.8% proxy protest vote against Marcelos Bastos. Which of the 6 disclosed substantial shareholders - Vanguard, Blackrock, State Street, L1, Cooper Investors and Mondrian - has a problem with the current directors and did all them engage with the company. Is it correct that the 3 big index funds are harder to engage with because they're managing 220 ASX300 AGM voting processes and decisions in an intense 8 week period during the peak season?

Answer: The chair said he had no idea who voted against and made it sound he was uninterested. This was a puzzling protest given that all proxy advisers recommended in favour of all resolutions. Watch video of exchange via Twitter.

Q6..Could the CEO 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 Tim Poole gave a comprehensive response explaining the full history and well done to the CEO for buying 1 million shares on market to ensure he was fully aligned with shareholders. Watch video of exchange via Twitter.

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