6 questions lodged at 2024 Jupiter Mines hybrid AGM

Q1. Thank you for disclosing the proxies to the ASX along with the formal addresses 3 hours before the AGM. Which of the 5 proxy advisers in the Australian market - ACSI, Ownership Matters, Glass Lewis, ISS & ASA - issued a report ahead of our meeting and did any of them recommend a vote against the remuneration report which attracted a 10% protest vote on the proxies? If so, what reasons did they give and how are you going to respond. Please don't say they are confidential. It is standard for companies to be across this detail.

Answer: Ian Murray: Thank you for the question. Of those five, only two cover Jupiter Mines. We have received those reports and neither of them recommended voting against the Remuneration report.

Q2. There was a 20.32 % vote against Bo Sung Kim's re-election on the proxies. I know this is nothing like the 78% vote against former BHP Billiton CEO Brian Gilbertson back in 2021 when he and the then Managing Director were both voted off the board at the same meeting, but what is going on with this protest vote against Bo's re-election? Has a proxy adviser recommended this or is this just some major shareholders making trouble? Is there an issue with Bo's independence or performance?

Answer: Ian Murray: In response to that, yes, the proxy advisors, the two that do cover us, Ben attended I think 60% of the meetings in the last year. The proxy advisors have a 75% threshold and therefore that is why they have recommended the vote against. Despite that, overwhelming support for Ben's re-election and Ben and I have had discussions about Ben's attendance. Obviously running POSCO Australia, as he mentioned, is the largest investor in resources, international investor in resources in Australia. He is spread across a number of their investments, but POSCO is a very key shareholder for Jupiter and a key partner for Jupiter.

Watch this interesting video of Mr Kim's campaign speech, plus this video of the question exchange via Twitter.

Q3. Could new director Sally Langer and the chair comment on the recruitment process that led to her appointment to the board. Which head hunting firm was involved, did the full board interview Sally and did they interview any other candidates? Did Sally know any of our directors before engaging with the recruitment process and how did she think the recruitment was handled compared with her experience at other public companies where she has served?

Answer: Ian Murray: In terms of the process, when I first joined the Company two years ago, I recognised that we had an overweight non-independent Directors. Independent Directors was pretty much Scott and myself, so we needed to broader the independent Directors and we started a search process two years ago. We never proceeded with that because had a Board of a total of six Directors, which is a big board. With Pat retiring earlier this year, it was an opportunity for us to bring in an independent Director. We used that opportunity, we had interviewed Sally prior to that in the process where we did use a headhunting firm. Then Sally met with all the Directors. There was a recommendation from the Remuneration Committee and then the Board made the final decision. There were other candidates in the process, Sally was the one that we unanimously selected. There was another question. I think I've answered all those questions, yes. Over to you, Sally, for your comments on the process.

Sally Langer: Thank you for the question. It was a very thorough process and for point of reference, it was an international search firm that did contact me about the role and run the process. The process took a considerable amount of time and I was allowed to do extensive DD, which I was incredibly grateful for. Did I know any of the other Directors before engaging? I did, not all of them, but it is Perth and it is mining and it would be pretty tricky not to know them. I had known Ian for some time and I have known Brad Rogers for some time, but the other Directors were new to me.

Watch video of exchange via Twitter.

Q4. Could CEO Brad Rogers summarise his past LTI grants since joining in August 2022 as to whether the are likely to vest or lapse based on performance so far. 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.

CEO Brad Rogers: Yes, very good. Thanks for the questions. I'll just read it because it's literally just come through. Grants since joining in August 2022 and whether that's likely to lapse. Those LTIs are just being approved as a scheme in this meeting, so the answer to the first question is no. Also has he ever sold any ordinary shares? No, I haven't, in the Company. Or bought any on-market without relying on incentive schemes to build his equity position in the Company? No, I haven't and part of the answer to that question is for a large period of that time we have regarded ourselves as precluded from buying shares. We have open windows but the straight answer to that is no. Last point, please don't say look it up on the Annual Report. I haven't done that. I think I did that within 60 seconds.

Chair Ian Murray: Yes, thanks, Brad. Brad's incentives when he started, the first ones get measured June 2025, so we're two-thirds into them. The next batch, we're one-third into them and the new batch, we're zero thirds into them, so they've got a way to run.

Q5. Australian NEDs aren't paid enough relative to executives so I was surprised to see the 22.3% proxy protest vote against this resolution. When disclosing the outcome of voting on all resolutions, including this proposed lift in the NED fee cap, please advise the ASX how many of our 5,000 shareholders voted for & against, like with a scheme of arrangement vote. This will provide a better gauge of retail shareholder sentiment on this important pay resolution & insight into the chronically low retail shareholder voting rate.

Answer: Ian Murray: I don't think we've got that, the breakdown, by voter. We've just got the percentage of the vote and the voting is by poll, so that is what we look at and what we measure. But I like your view that Non-Executive Directors don't earn enough relative to executives. However, executives are the ones that are in the firing line and hence why they have the short-term and long-term incentives. They are the face of the Company and driving the strategy, with support provided by the rest of the Board.

Q6. Thank you for offering shareholders a hybrid AGM today. I couldn't find a copy of last year's AGM webcast on your website but there are copies of the formal AGM addresses going back until 2015. Out of respect for your nearly 5,000 retail shareholders, more than 95% of whom won't be attending in the room or watching this AGM live, could you please undertake to publish a full copy of the AGM webcast on the investor relations section of your website. Even better, why not lodge a full transcript on the ASX announcements platform?

Answer: Chair Ian Murray: Thank you for that advice, we will take it into consideration.

Melissa North: Also, Chair, the 2023 AGM transcript and webcast recording are on the website.

Ian Murray: 2023?

Melissa North: 2023, yes.

Ian Murray: So they are on the website, okay, thank you.

Listen to this audio of my stuff up question, accusing them of not doing something they were doing better than most.

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