6 questions lodged at 2024 Cleanaway 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 the remuneration report? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? 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.id 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 and will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protests? Best practice is now to disclose the proxies to the ASX along with the formal addresses to offer more timely disclosure to the market? Will you adopt this practice at next year's AGM?

Q2. I spent 4 years as a City of Melbourne councillor from 2012 until 2016 and was chair of the Finance and Governance, meaning I was effectively the shareholder councillor for Citywide and would have periodic catch-ups with their chair John Brumby. I pushed internally for a potential sale a decade ago but got no traction with anyone and was therefore stunned when The AFR's Street Talk column reported on July 23 that we were in negotiations to buy Citywide Waste business, with the $110m acquisition announced the following day. How on earth did we pull off that deal with City of Melbourne not even consulting with their ratepayers or the public on whether should investigate divestment, let along signing a binding agreement?

Q3. The Citywide and City of Melbourne announcements on July 24 both said we were paying $110 million for Citywide's waste business but the disclosure was pretty threadbare beyond that headline figure. Because City of Melbourne has the highest paid local government workers in Australia, the Citywide enterprise agreements have always been relatively generous compared with private operators. The redundancy provision are usually also generous and many of the Citywide staff have spent decades with the council owned business. How big is the redundancy entitlement liability triggered by the Citywide divestment and does that liability sit with council or Cleanaway. Is the cost of redundancy payments included in the $110m figure? Approximately how many Citywide staff are we expecting to transfer across to Cleanaway? Also, what is the total value of the rent payable for the Dynon Rd waste transfer site. Has it been priced at a discount or nominal figure to increase the headline or sale price or was it market priced?

Q4. The ACCC commenced a review of our proposed $110 million Citywide acquisition on August 12 and, after some delay, are expected to announce the outcome of its review on November 12. What has been our level of engagement with the ACCC and have we been asked to sell any assets or make any undertakings in order to receive approval to proceed with the acquisition. How large is Citywide's market share in the Victorian local government waste collection market and why didn't we buy the freehold of the Dynon Rd waste transfer station, as opposed to entering a 35 year lease. Is it because such a land sale would have triggered a public consultation process and City of Melbourne didn't want the public to have any idea it was exploring a controversial divestment which would trigger an ACCC investigation into market concentration in the waste management industry, which it had competed successfully in since Citywide's creation in 1996.

Q5. 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.

Q6. 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 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 candidate Robert Cole and the chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks? And do we have any takeover protections apart from FIRB and the ACCC? Also, whilst discussing takeovers, what did the CEO think about the media reports that Seven Group wants to buy us and could he describe the history of his relationship with Vik Bansal, our former CEO who now runs Boral for Seven Group.

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