Questions asked at Milton scheme meeting

September 13, 2021

Here are the 7 questions Stephen Mayne asked at the Milton scheme meeting held on September 13, 2021, when the Soul Patts takeover was approved.

1. Could you please advise the proxy position before the general debate so that shareholder can ask follow up questions about the participation rate? Also, what sort of communication campaign did we run to maximise shareholder participation?

2. Why is Soul Patts merging with Milton rather than the more closely associated Listed Investment Company, BKI Investments. Could Robert Millner and one of the independent Milton directors comment on why Soul Patts didn't pursue this course?

3. Why is the chairman of both Soul Patts and Milton not contributing to the discussion at today's meeting? Did Robert Millner also recuse himself every step of the way during the takeover negotiations? If not, why not? Surely a conflict of interest should apply right throughout a process, not just at the final meeting?

4. Is it correct that the only people to lose their jobs in this merger will be the independent directors of Milton? Will any of the unused portion of the NED fee cap for 2021-22 be utilised to pay them for all the additional work they are having to do as part of the merger process. I would support an ex gratia additional payment.

5. Many of us Milton shareholders are concerned about picking up a large coal exposure through Soul Patts' controlling stake in New Hope that we never wanted or had through the far more diversified Milton. Could Robert Millner please comment on the prospects of Soul Patts further selling down its New Hope position in the short term, particularly given coal prices are so strong at the moment.

6. One upside of the all-scrip Milton offer is that the Brickworks stake in Soul Patts will be diluted down from 39.4 per cent to 26.4 per cent and the Millner family stake in Soul Patts will drop from 8.38 per cent to 5.6 per cent. Could Robert Millner please comment on whether he agrees that control of Soul Pattinson is now less clear cut and whether he is prepared to further unwind the anachronistic cross-shareholding structure in the years ahead.

7. Milton was founded by members of the Church family in 1938 with both Fred Church and Charles Church serving as founding directors. I understand that members of the Church family are unhappy with this takeover and don't understand the rationale behind it. Was the Church family consulted about this takeover and why are we doing this now as opposed to any other time over the past 20 years?