5 questions lodged at 2024 Orica hybrid AGM

Q1. In March this year we did a $1b acquisition which was funded by a $400m placement at $15.84, a 9% discount to the current price of $17.39. This was followed by an unfairly capped $65m SPP for your 35,000 retail shareholders. When 5,700 holders lodged $100m worth of applications, why did you ignore written requests to uncap the SPP like other companies such as ANZ, IAG, Bank of Queensland, Bendigo Bank, Bega Group, Charter Hall, Dexus, Transurban and Westpac have done in similar circumstances? Why mistreat retail like this?

Q2. Under our constitution, board noms must be lodged between 45 & 90 business days before the AGM. With this rushed AGM, the latest nom date was Oct 11. However, Orica didn't release its results until Nov 14. Does the chair agree it is poor governance to close board noms before you've told shareholders how the directors performed? When asked about this last year the chair talked about staff convenience and problems with a late January AGM. Well why not do it in February then just like Aristocrat which also has a Sept 30 balance date?

Q3. At last year's AGM, chair Malcolm Broomhead was re-elected and said he probably wouldn't re-contest in 2026 when he would be 74. He also said that all other incumbent Orica directors were capable of being chair. Today Malcolm has brought forward his retirement to around his 10th anniversary on the board which would be December 1, 2025. Could Denise comment as to whether she will be a chair candidate and will we be using a recruitment firm and canvassing external candidates when executing this chair succession process?

Q4. Denise Gibson has an unusual CV for a director of ASX-listed Orica given that she is a US resident and doesn't have any particular background in the chemical industry, instead being a highly regarded founder of two substantial US-based companies in the telco industry. Could Denise summarise her journey onto the Orica board in 2017 and explain her ongoing connections with the companies she founded, if any. Also, what proportion of board meetings does she attend in person versus online & will this be her final 3 year term?

Q5. Did any of the proxy advisers recommend a vote against any of today's resolutions, including this rem report item? If so, what reasons did they give? Also, why not disclose the proxy position to the ASX with the formal addresses like many others do. Also, will you follow the lead of NAB, ASX, Qantas, Myer & Computershare & reveal how many of our 35,000 shareholders voted for and against today's resolutions, like with a scheme vote. You've got this data via Computershare so why not release it to respect your retail holders?

Copyright © 2024 The Mayne Report. All rights reserved

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