8 questions asked at 2024 Amotiv hybrid AGM

Q1. During the GFC in May 2009 when Clive Hall was chair, GUD made the inspired decision to buy a 19.4% stake in then rival Breville for a total of $18.1 million, paying an average 72c a share. After the ACCC blocked our subsequent takeover offer in late 2009, we then sold the 25.4 million shares in February 2012 for $3.35 a share, booking a $66 million profit. Given that Breville shares closed on Friday $34.43 and the whole company is capitalised at $5.02 billion, which is more than 3 times our current market capitalisation of $1.4 billion, could chair Graeme Billings, who was on the board at the time of the decision to sell in February 2012, comment on whether he regrets not retaining those 25.4 million Breville shares, which would today be worth $874 million if we hadn't instead cashed them in for just $84 million? Is this decision his biggest regret during his 13 years on the board?

Answer: The chair Graeme Billings was way too coy, but actually said he had bigger regrets. Wow. Just say "I regret it and wish we had that extra $800m of value sitting on the balance sheet today", for goodness sake. Watch video of exchange via Twitter.

Q2. Very few public companies hold their AGMs on a Monday, largely because this means the proxy voting deadline occurs on a Saturday and it is more difficult resolving any proxy voting issues over the weekend. We certainly haven't had a Monday AGM for many years if ever, so why the change this year? Is it something to do with an opportunity for interstate or international participants in this meeting being able to attend yesterday's Australian Motorcycle Grand Prix at Phillip Island or am I being too cynical? Absolutely no problems if this is the case given that our company is now 100% focused on the automotive market and the global F1 circuits are a big part of that industry.

Answer: The chair said it had nothing to do with the Motorcyle GP and was more driven by director and venue availability, but said the weekend proxy complications were tricky and they will likely avoid Mondays going forward. Watch video of exchange via Twitter.

Q3. If I hadn't asked you to do a name change at the 2022 AGM, do you think it would have happened anyway? And well done for saving shareholder funds by doing the research work in-house but having lobbied for a change, I was disappointed not to have been included in the stakeholder group that was consulted before you went public and also surprised that you chose to incur the cost of making the change at an EGM rather than at this AGM. Seven Group Holdings is proposing a name change to SGH at its up coming AGM, so why didn't we follow that process? Can you name any other public companies that have called an EGM just to implement a name change?

Answer: The chair said it had nothing to do with me and was more about reflecting the move to an automotive pure play after the Davey water pumps sale. He offered no explanation on the EGM and the itacilised part of the question above was censored. Foster's Brewing did hold an EGM in 2001 to change its name to Foster's Group Ltd after the move into wine. Watch video of exchange via Twitter.

Q4. John Pollaers does appear to be overloaded with 3 chairing roles at Swinburne University, AFCA and the privately owned Brown Brothers wine business, and two ASX200 board roles, namely with us and at AGL, which is one of the most complicated public companies to oversee. Is he planning to reduce his workload in the period ahead and could he also clarify if and when his teaching role at Melbourne University ended. In answering this question, could John identify which of his 5 main roles takes up the most of his time. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend against John's re-election based on workload concerns, or did they oppose any other resolution for that matter?

Answer: The chair said the board was thorough on director reviews and John Pollaers said his two public company gigs took a majority of his time and the rest were more "for purpose", which is a little odd given that AFCA is a complaints handling authority and Brown Brothers is a for profit business owned by a Rich Lister family. Watch video of monotone question being asked via Twitter, along with the Pollaers response.

Q5. Having served on the board since 2011, could chair Graeme Billings please clarify if this will be his final 3 year term on the board and that he won't be seeking a new term at next year's AGM. Could Graeme and the two directors up for election today, David Coolidge and John Pollaers, comment on whether they believe Graeme's successor is currently on the board or will we be searching outside for a new chair? Also, thank you to Carole Campbell for her 3 years of service on the board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as an Amotiv director, could Carol please comment on what she regards as the best decisions Amotiv made during her time on the board and does she have any regrets? Also, why isn't Carol aspiring to serve shareholders for as long as our chair Graeme Billings? Does she have any thoughts on why history over the past 5 years in ASX200 companies shows that new female directors are less likely to seek or be offered a second three year term than their male counterparts and that public companies rarely if ever explain the reasons as to why this is so when it happens, just like at today's AGM. When an independent director departs earlier than expected, shareholders deserve an explanation.

Answer: Chair Graeme Billings monopolised the response after at first suggesting he would invite out going audit committee chair Carole Campbell to comment and was extra secretive as to his own intentions providing no insights to shareholders at all. Watch video of exchange via Twitter, plus these additional comments claiming they are always focused on succession.

Q6. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against the CEO's LTI grant, which attracted a 17.23% vote against in the proxies. If so, what reasons did they give and will you make any changes to the terms with next year's grant. Also, Argo Investments have just gone substantial in our company which is very rare for a listed investment company. Corporate voting is not a secret ballot in Australia so do you know how Argo voted or whether they voted on the LTI grant. I'm an Argo shareholder and would have asked this at their AGM in Adelaide today today if they hadn't banned online participation.

Answer: The chair revealed that it was ISS which recommended voting against but failed to describe its reasoning or say whether the board intended exploring making some changes to address the concerns next year. Watch video of exchange via Twitter.

Q7. 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, Newcrest and Crown which have all disappeared over the past 2 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: The chair said they are working very hard to get the share price up. Watch video of exchange via Twitter.

Q8. The Amotiv annual report says we have 11,675 shareholders. How many of them have voted or participated in today's hybrid meeting? If you don't know now, answer the question when disclosing the poll results to the ASX later today, by including the data on 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 and insight into the chronically low retail shareholder voting participation rates in Australia, particularly since the move away from paper. Others have already blazed the trail as this was a voluntary disclosure initiative adopted by the likes of Qantas, ASX, Metcash, Altium, AUI, Dexus, Webjet, Tabcorp and Myer in recent years. You've got the data, so why not let the sun shine in? Finally, on AGM process for next year, please stick with the excellent hybrid model, disclose the proxies to the ASX earlier along with the formal addresses as many others now do and return to the normal process of taking questions on each resolution sequentially, rather than this job lot model. You don't throw the agenda out at board meetings and ask directors if they have any issues to raise on any item all at once, so please don't do it at the AGM. It disrespects retail shareholder and reduces the focus on important items of business such as today's proposed material increase in the fee cap for directors. And speaking of which, how bizarre not to offer up a board recommendation on that item. By putting up it up, you are by definition recommending it. Sure, don't vote the open proxies held by the chair but you should still recommend shareholders vote in favour as we need top notch directors and they don't come cheap.

Answer: Watch video of question being asked via Twitter and video of the chair's skinny unsatisfactory answer.

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