AGMs

7 questions lodged at 2024 Pinnacle hybrid AGM


October 25, 2024

Below is the text of the 7 written questions submitted at the 2024 Pinnacle Investment Management hybrid AGM held at 9am on October 25. See notice of meeting and link to Computershare platform. These 91 slides including the proxies were released at 6pm the night before the meeting and this 6 page address from the CEO at 8.21am on the morning of the meeting.

Q1. Many thanks for blazing the trail releasing the formal presentations and proxies to the ASX at 6pm last night ahead of today's 9am start. Great to see there were no protest votes so presume that means the proxy advisers and major shareholders are all at one in supporting the current board composition, governance, performance and remuneration arrangements. How many of the proxy advisers issued a report ahead of this meeting given that we're now capitalised at almost $4 billion. Finally on AGM process, I couldn't find a copy of last year's AGM webcast on your website. Could you please ensure a copy of this year's is made available as less than 5% of your 6,618 shareholders will have tuned in live and they shouldn't be denied access to a record of the AGM debate.

Q2. In June 2020, S&P booted us out of the ASX200 and then in September 2021 we were re-admitted. Whilst at one level we shouldn't talk about index investing at a stockpickers annual meeting, could Ian Macoun comment on our prospects of being admitted to the ASX100 particularly given our surging share price, capital raisings and all these takeovers of existing ASX100 companies that are thinning out the ASX ranks. Does Ian know how S&P treats the 20% of our company that is owned by him and Steve Wilson in terms of assessing the available free float from an index perspective?

Q3. We are becoming an increasingly important player from a governance point of view now that our funds under management have topped $100 billion. For instance, we have recently gone substantial in ASX200 companies such as Nick Scali, Technology One and Smart Group. What is our approach in terms of voting at their AGMs, engagement and agitating for transparency and good governance at listed companies? Do we subscribe to any of the proxy adviser services to assist with these considerations, disclose our voting record like industry funds and regularly vote against resolutions at AGMs when concerned about the direction of a company? If not, why not? As a long serving executive director up for a election today and partially responsible for this area of the business, could Andrew Chambers also provide his perspective.

Q4. Two weeks ago our partially owned fund manager Metrics Credit Partners became the owner of the Pacific Hunter restaurant business after private equity firm Quadrant walked away from its equity ownership. This means our affiliated credit fund now directly owns and runs brands such as Rockpool, Spice Temple, Sake, Fratelli Fresh, El Camino Cantina and Beerhaus. How did it come to this that we were seemingly the single lender to a risky high-end restaurant roll-up owned by a leveraged private equity fund? How big is our exposure, are we confident of selling the business and have we learnt any lessons from this exercise? If, for instance, we ended up losing $100m on this exposure, would that loss ever make it into our financial statements. Finally, if we still own the Pacific Hunter business in 12 months, can the the physical component of the 2025 Pinnacle AGM at least be held in one of their nice restaurants?

Q5. Your slide on page 48 of last night's ASX announcement makes it look like MXT was floated in 2015, when we actually raised the $516m at $2 a unit in October 2017. Seven years later, MXT is capitalised at $2.2 billion, but the unit price is only $2.07. MXT has done lots of capital raisings, usually via placements and SPPs, but there doesn't appear to be a lot of transparency for investors about what is done with their money, or even how much MXT is looking after. For instance, the slide on p48 says that Metrics has $19 billion under management, but the September monthly report released by MXT to the ASX on October 10 put the FUM at $21 billion. Which is correct? Since inception, MXT has returned a reasonable 6.18% but isn't it time you started doing things like holding an annual meeting so that the 24,521 investors who have entrusted MXT with looking after $2.2 billion can actually meet the directors and management. I don't understand how and why MXT has become such a large LIC which has nothing like the transparency or governance of other LICs such as AFIC and Argo.

Q6. A question for independent director Debbie Beale, who is up for election today. The AFR published a 23 minute podcast on July 11 which was headlined: "Will private credit's golden age come to an end?" The introduction read as follows: "Private credit is booming. Once a cottage industry, it is now attracting billions of dollars, reshaping the financial system and minting new fortunes. In Australia, private credit funds are on track to manage $200 billion in capital. But fast growth and loose regulation has prompted talk of a bubble." We're the biggest player in this industry with our $19 or $21 billion that Metrics is managing. Could Debbie Beale provide her perspective on who is regulating what we do? Are we the people making a fortune and is this a bubble? How are the independent directors managing this risk in a fast growing sector? Could the CEO also comment on this issue.

Q7. There aren't many ASX200 boards which go 6 years without appointing a new director but that was the case at Pinnacle until Christa Lenard's appointment. Why has there been so little change in board size and composition? Also could Christa and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Christa and did they interview any other candidates? Did Christa know any of our directors before engaging with the recruitment process and why didn't she buy some shares before the appointment was formally announced? Is she ever going to buy some shares?