6 questions lodged at 2024 McMillan Shakespeare 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, which triggered a material protest vote on this remuneration report, or any other item? If so, what reasons did they give? Which of the proxy advisers are covering us and please describe the engagement we had with them before today's AGM? Also, why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other issuers now do this and such disclosure will reduce the need for questions like this at next year's AGM, especially when there is strong shareholder support for all resolutions, as occurred at last year's AGM. As I type this question juggling 6 other online AGMs, I have no idea if there are any issues because you have needlessly withheld proxy voting disclosure.

Q2. 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 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?

Q3. In my opinion, CVs matter for professional directors. According to press reports, some key Tabcorp shareholders lost confidence in Bruce Akhurst as chair and forced him to resign ahead of this week's AGM. Is this correct and could Bruce comment on whether his long experience on the Tabcorp board, which was not a good experience for shareholders, has delivered some learnings that will benefit McMillan Shakespeare? Also, what attitude does our chair take when it comes to board performance at other companies. Is it the old school "he's been a great director here and you should raise that issue at Tabcorp", or does she agree that CVs matter for directors and these things should be taken into consideration.

Q4. The annual report says that we have around 8,000 shareholders but less than 5% of them will have voted today on this LTI grant to the CEO. Politicians wouldn't tolerate a 95% no show in elections, so why do we? One way of tackling chronically low retail shareholder voting rates is to disclose how many shareholders actually voted for and against each item of business, like with a scheme of arrangement. Tabcorp and Suncorp did it this week and even the ASX itself and governance laggard Qantas embraced this practice last year. You have the data on how many of us voted, so why not disclose it to the market with the poll results, if only to provide some public ventilation of retail shareholder sentiment. This would in turn stimulate higher participation rates in future as retail shareholders won't feel powerless and swamped by end of town investors who dominate corporate voting in Australia, making retail voting pointless. C'mon chair, you rejected this request last year. Please give us a small transparency win today and show respect to those retail shareholders who bothered to vote by disclosing how they and their colleagues voted.

Q5. Back in 2013, our company donated $250,000 to the Salary Packaging Industry Association to campaign against the then Labor Government's tax hit on the salary packaging industry. Our bet worked after the Coalition took power and reversed the decision. 11 years later and with an upcoming Federal election, what are the prospects of another tax hit coming out of Canberra or have we seen off that threat? Given that we are a major contractor to governments, as seen with the recent contract loss in South Australia, what is our policy when it comes to making political donations or using shareholders funds to gain access to influential political figures at events. Are we like Transurban which shuns all donations and political events, or do we participate in Australia's unseemly cash for access regime run by the two major political parties.

Q6. Given the interesting discussions across a range of topics today, including this proposed executive incentive plan resolution, the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's, IAG, Lendlease and Woolworths all routinely produce transcripts. Will you follow suit today given that less than 2% of our 8,000 shareholders will have watched this event live today but deserve the right to find out what was discussed?

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