AGMs

6 questions lodged at 2024 Domain hybrid AGM


November 9, 2024

Below is the text of the 6 written questions submitted at the Domain hybrid AGM held on November 6, 2024, plus a summary of the answers and some video grabs via Twitter. No early proxy disclosure and only protest 13.3% against CEO's LTI grant.

Q1. Could chair Nick Falloon please advise how old he is and whether it is his current intention to offer himself for re-election at next year's AGM when his latest 3 year term expires. Media reports at the time suggested that Nick's appointment as Domain chair was some sort of settlement of succession tension at Nine involving him and Nine's then chair Peter Costello. Could Nick please comment on whether Peter Costello's sudden resignation as Nine chair is likely to have any impact on the length of his tenure as Domain chair?

Answer: The chair didn't advise his age but said Peter Costello's departure would have no impact on his tenure. Watch video of exchange via Twitter.

Q2. Congratulations to Matt Stanton on his promotion to Acting CEO of Nine Entertainment. Could he please comment on whether he is a candidate for the CEO role and whether he intends to remain with the company if an external candidate is appointed. Could Matt also please explain Nine's view on whether it is better to have executives or NEDs represent Nine's 59% interest on the Domain board as practice has chopped and changed over the years. Finally, why doesn't Nine creep up the Domain register with the stock so cheap?

Answer:
The chair took this one and didn't let Matt Stanton answer, unfortunately. Watch video of exchange via Twitter.

Q3. Could Mickie Rosen please explain how she intends to manage serving on both the Nine and Domain boards whilst living in Los Angeles. What proportion of Nine board meetings does she attend in person and what is she aiming for at Domain? Also, could Mickie please explain why Nine's new chair Catherine West wasn't appointed to the Domain board and how it makes sense to have a Domain chair who is neither independent or a member of the Nine board of executive team. Will this be reviewed when the new CEO is appointed?

Answer: The chair took this one and didn't let Mickie Rosen answer, unfortunately. Watch video of exchange via Twitter.

Q4. When Greg Ellis was last up for election in 2021, I asked the former CEO of REA why REA at the time was capitalised at $21.65 billion, which was 6.4 times Domain then market capitalisation of $3.38 billion. He responded by effectively saying that sharemarket analysts had it wrong because he didn't believe REA was 6.4 times more valuable than Domain. Fast forward 3 years and REA is today capitalised at $30.4 billion, which is 15.8 times Domain's current market capitalisation of $1.92 billion. Could Greg please summarise what happened during his 3 past 3 years on the Domain board which caused such relative underperformance to REA. It's fine to say online classifieds are increasingly a winner take all sector and it's tough being a number 2 in any market.

Answer: The chair let Greg Ellis speak who was quite passionate about the viability of numbers two players in these markets, unlike with competitors against Google in search. Watch video of exchange via Twitter.

Q5. The notice of meeting states that Mickie Rosen lives in Los Angeles but says nothing about where Greg Ellis lives. Does he live in Sydney? If so, is he available to become Domain's new CEO now that Jason has resigned or is he too busy with other commitments? Also, which search firm have we retained to assist with finding a new CEO?

Answer: The chair said Greg lives in Melbourne but didn't address the CEO component and didn't invite Greg to speak. Watch video of exchange via Twitter.

Q6.
It was strange timing to have the CEO's resignation announced on October 23 after the notice of meeting had been sent to shareholders on October 3 proposing this latest LTI grant. Did this change of leadership follow a board meeting or some sort of formal process or review or did Jason just suddenly decide it was time to go. Also, why not withdraw the LTI grant in light of the resignation and did any of the proxy advisers recommend against given this development or for any other reason?

Answer: The chair said it was a mutual decision. Watch video of exchange via Twitter.