8 questions lodged at 2024 Bisalloy Steel virtual AGM

Q1. I have no problems with the move to a virtual meeting given the on-going protests but why didn't you plan to do this from the outset? Does the Bisalloy constitution allow for virtual AGMs and, if not, what was the authorising environment that allowed the change to a virtual meeting today? Will you put up a constitutional amendment at next year's AGM to allow for virtual AGMs going forward? Also, why did you propose banning online participation and holding a physical AGM in the first place when hybrids are now best practice in the market to maximise shareholder participation.

Answer: The chair... Watch video of exchange via Twitter. Also, watch this CEO explanation of the Israel protests.

Q2. Could Michael Gundy comment on why there are no female directors of Bisalloy Steel and also address the question of whether it would be better to have an independent chair, as opposed to our largest shareholder. Will a new female director be appointed before next year's AGM, potentially with the aim of becoming independent chair. There is a lot of great female talent out there in the independent director market.

Answer: The chair talked about a major board overhaul 3-4 years and the great performance since then.

Q3. David Balkin is our largest shareholder with 7.78m shares worth around $24.5m. Could David comment on how well he knows personnel from our second largest shareholder, Samuel Terry Asset Management, and whether they add value as a shareholder or instead take a more passive hands off approach like many other institutional investors. As chair of the company, does David know many of our 4000 retail shareholders and what is his approach to retail shareholder engagement?

Answer: The chair said Samuel Terry tends to be passive but did get involved in the board overhaul 3-4 years ago. Also said that he talks to individual retail shareholders from time to time.

Q4. Why was there a 21% protest vote against David Balkin's re-election?

Answer: The chair said it was driven by the lack of female directors or an independent chair.

Q5. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - produce a voting report ahead of today's AGM. If so, did any of them recommend a vote against any of today's resolutions, including this remuneration report item? 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? Finally, why not disclose the proxies with the formal addresses at next year's AGM, as many other companies now do to provide more timely market disclosure and avoid AGM questions like this one?

Q6. Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the AGM webcast available on the company's website? Also, when disclosing the outcome of voting on all resolutions today, including this proposed LTI grant to the CEO, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. Others have already blazed the trail as this was a voluntary disclosure initiative adopted by the likes of Qantas, ASX, Metcash, AUI, Webjet, Suncorp, Tabcorp and Myer in recent years. You've got the data, so why not let the sun shine in and disclose how many of your 4,000 shareholders voted today?

Answer: The chair made no promises but took suggestion on board. Watch video of exchange via Twitter.

Q7. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 177 or 7.5% to 2,119 since June 2022, including 21 straight months of declines. There have already been 27 major takeovers above $200m completed so far this calendar year. 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?

Answer: This was read out when dealing with the accounts but the chair delayed answering it until the end. Watch video of his answer via Twitter.

Q8. I live in Melbourne. Surely you recognise that not all of your shareholders live in Sydney and it is unreasonable to force us to travel to participate in the AGM. Hybrids are not that expensive for a company of our size given the recent great performance. Please grow up and behave like a mid-cap and stop penny pinching.

Answer: not asked.

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