5 questions lodged at 2024 Codan hybrid AGM

Q1. 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 item? If so, what reasons did they give? Please don't say they are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant without publishing the full proxy adviser reports, of course.

Answer: Watch the chair explain the un-named proxy adviser recommendation against the LTI grant.

Q2. 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, Car Group, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Could candidate Kathryn Joy Gramp comment on whether she will support adopting this practice at next year's AGM? Also, have there been any protest votes against Kathryn's re-election today and do you know approximately how many shareholders voted by proxy. I'm guessing the turnout will be less than 5% in terms of shareholder numbers, partly because retail voting rates have plunged with the move away from paper?

Q3. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any securities in the company or bought any 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 question wrangler butchered it and then the chair shut it down with a reference to "look it up in the annual report" without the CEO saying a word. Watch 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 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? Do the chair and CEO agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks and so few listed companies based in Adelaide? Do you feel extra pressure being one of the few surviving Adelaide-based success stories on the ASX?

Q5. What role is former chair and significant shareholder John Uhrig, and his family, playing at Codan these days? He must be thrilled with the international success. Do you know if he supports this lift in the fee cap for directors, which I completely support given the soaring share price and need to attract top talent?

Not asked

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