Hostile EGMs and resolutions called in Australia


July 9, 2017

Here is a list of the hostile EGMs and resolutions that have been called by shareholders of ASX-listed companies over the past 20 years.

Adelaide Brighton: it was on with Rich Lister and major shareholder Ray Barro requisitioning a meeting to appoint Mirvac and Pacific Brands chairman James MacKenzie in March 2010 but then two days later it was off again.

Amadeus Energy: listed investment firm CVC and two other shareholders called an EGM in August 2009 to remove directors and defeat a dilutive selective share placement but then reached this accommodation with board seats and a share purchase plan for retail investors.

AV Jennings: Sir Ron Brierley's GPG attempted to win two board seats at an EGM in 2007 but was easily defeated by the major shareholder out of Singapore.

AV Jennings: GPG came back with another hostile proposal at the 2009 AGM proposing sweeping asset sales to double the share price. This was again comfortably defeated given that it only owns 7.7% of the company.

Bluescope Steel:
five AWU resolutions on pay and board issues in 2004 got 11-13% for then union boss Bill Shorten.

BrisConnections: greenmailer Nicholas Bolton called an EGM in June 2009 proposing the removal of the responsible manager but ended up voting against his own proposal in exchange for a $4.5 million payment from the tollroad's builder Leighton Holdings.

Boral: Green resolution at 1999 AGM which was only supported by 6.4% of the votes.

Boral: Green resolutions in 2003 (11.2%), plus six from TWU on everything from board pay (4.3%) to safety targets (18.8%).

Cape Lambert Iron: Dubai-based Power United Group attempted to sack directors and appoint Leo "the Gun" Khouri to the board at an EGM on October 15, 2008.

Challenger Infrastructure Fund: UK billionaires brothers whose Arkmile fund controlled 20% and called this winding up meeting in mid-2008 but then reached this settlement.

Commonwealth Bank: Wilderness Society resolution to change the bank's constitution banning old growth logging investments in 2002 received an impressive 23% support.

Commonwealth Bank: FSU resolution on restructuring in 2004 supported by 11.8% despite s249p back up.

Golden West Resources: four resolutions put up by rival Portman Mining were defeated in the formal results but the validity of some votes were challenged in the WA Supreme Court. There was also a punch-up after the meeting in August 2008.

Gunns: Wilderness Society resolutions at EGM supported by just 0.4% of shares voted in 2003, prompting this gloating press release from executive chairman John Gay.

Multiplex Prime Property Fund: greenmailer Nicholas Bolton called an EGM for October 7 proposing the manager be removed and the fund be wound up. The directors have added their own resolutions re-appointing Brookfield and approving this 178-for-1 capital raising at 0.1c to raise $50 million. Shane to add links to outcomes.

National Australia Bank: the board first moved to call an EGM to remove recalcitrant director Cathy Walter and she responded with her own resolutions to remove her critics during their famous 2004 stoush, but none of them eventuated after a compromise settlement.

National Australia Bank: Wilderness Society on logging in 2002 (21% support).

National Australia Bank: ASA resolution in 2004 calling for Geoff Tomlinson to be sacked with s249p statement delivered 39.7% support

NRMA Insurance: 2001 EGM with resolution proposing shareholders approve director payouts. 45.8% support as chairman Nick Whitlam was on the nose.

North Ltd: Wilderness Society EGM with three resolutions supported by just 3-5% of shares voted in 2000.

Nylex: Kerry Stokes appears to have lent some stock to support this EGM by Les Chaplin's Pivotal Group in 2008 which attempted to remove chairman Peter George and other directors. In the closest EGM votes we've ever seen all resolutions were only just defeated but the company then went into administration anyway a few months later.

Over Fifty Group: fund manager John McBain put up resolutions to remove an entrenched board and won the day at the 2007 AGM.

Premium Investors: Dixon Advisory went in with the jackboots proposing to remove all directors in June 2008 and appoint four of their own whilst also conducting a massive buy-back. This truce was reached in July where the requisition was withdrawn in exchange for three capital management resolutions being put to shareholders which were all comfortably approved.

Redflex: a selective and discounted placement announced on September 10, 2009 sparked this EGM requisition on September 11 from the Pratt family, Hunter Hall and Renaisance to remove three directors, including the chairman, and replace them with three new candidates. Check out the results.

RHG: Steve Johnson and Greg Hoffman from The Intelligent Investor have called an EGM nominating themselves to the board of the old RAMS Home Loan business and proposing to remove David Coe as a director. They've set up a special website prosecuting their case complete with 1800 number and have now agreed with the board to put their case at the upcoming AGM.

Rio Tinto: two union resolutions over labour standards and independent directors in 2000 got 17% and 20% respectively.

Traffic Technologies: Ken Baxter, Andrew Harris and Con Scrinis have called an EGM for October 27, 2009, to nominate themselves to the board and remove former Smorgon Steel CEO Ray Horsburgh, Con Liasatos and Alan Brown. Check out the results.

VanEyk Three Pillars: Dixon Advisory called an EGM in August 2009 to sack the entire board and replace them with their own people. Also proposed a 25% buy-back. Check out the results.

WA News: Kerry Stokes called an EGM in February 2008 to sack all four NEDs but it was defeated two months later. However, with the AGM approaching Stokes and his offsider Peter Gammell were appointed to the board in September 2008 and then a majority of the old guard quit on December 3 with Stokes confirmed as chairman on December 12 when two new directors also joined the board completing a 100% make-over in three months.

Wallace Absolute Return fund: EGM called for May 17, 2010 to change board composition after woeful performance.

Wesfarmers: 1999 EGM called by greenies who mostly held just one share and got 2% for eight resolutions.