13 questions lodged at 2021 AGL AGM

September 27, 2021

Below is the text of the 13 questions lodged at the 2021 AGL AGM held on September 22.

1. After our share price peaked at over $26 in April 2017, it today opened at around $5.72, giving us a market capitalisation of only $3.4 billion. However, we claim to have net assets of $5.5 billion. Does this mean further write-downs are coming and please summarise the key covenants on our circa $3 billion in debt? Could the auditor also please comment on the $2.1 billion disparity between market value and book value.

2. With the proposed demerger, is it right to assume that the retail/consumer business will take on a bigger share of the $3 billion AGL debt because its profits are more reliable and sustainable going forward? Will it be challenging to receive bank approval for the demerger, particular for those financiers exposed to the carbon intensive assets?

3. AGL is increasingly looking like its plunging share price and excessive debt will force the need for an emergency equity raising. If this occurs, can the board promise that it will use the PAITREO model - with compensation for all non-participants and retail rights trading – similar to the $1.23 billion PAITREO we did at $11 a share in 2014?

4. What was the AGL board's view on the widely rorted $90 billion JobKeeper program. It was very easy to qualify by just forecasting a drop of revenue, even if it didn't eventuate. How did AGL play JobKeeper and are we aware of any competitors which participated in the scheme?

5. The current AGL constitution provides a range of between 3 and 10 directors and there are no entrenchment provisions making it difficult for external candidates to nominate for the board. Will the chair undertake to replicate these features of the constitution in the demerged company avoiding following the lead of other demerged companies such as South32 and Treasury Wine Estates which had constitutions imposed without shareholder approval which required external candidates for the board to be supported by 100 shareholders or 5% of issued capital?

6. There are 5 proxy advisers in the Australian market – Ownership Matters, ISS, CGI Glass Lewis, ACSI and the Australian Shareholders' Association. We know that ASA is recommending and voting against the rem report and the LTI grant for CEO Graeme Hunt. Have any of the other proxy advisers gone against the board's voting recommendations today and if so, please provide the details?

7. Ausnet agreed to a request to release the proxy votes with the formal addresses lodged with the ASX before its July 15 AGM, in order to facilitate better AGM debate. Afterpay did likewise last year. Why did AGL reject a written request to do the same and instead resolve to withhold disclosure of the proxies until after all questions are asked today, when this also goes against Australian Shareholders' Association AGM guidelines? Can you cite anyone who supports withholding proxy disclosure like this?

8. When disclosing the outcome of the Paris Goals and Targets resolutions and all other resolutions today on your website, could you please advise how many shareholders voted for and against, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholders sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash after its AGM.

9. The AFR's Rear Window columnist Joe Aston recently attacked the decision to have both demerged companies move their headquarters from Sydney to Melbourne because, he said, both CEOs prefer to live in Melbourne. Is this true and how much will these relocations cost?

10. The Macquarie shorting associated with under-writing the DRP is standard practice but does the board now recognise that it would have been more prudent to not pay a dividend and instead pay down our $3 billion debt. Was under-writing the DRP a requirement of our banking syndicate?

11. As the chair of Bendigo and Adelaide Bank, could Jacqueline Hey please comment on how much Australia's bank are moving to decline or reduce funding for carbon intensive businesses like AGL. Is Bendigo a lender to AGL?

12. Could the proxy position be disclosed before the debate on each item rather than after, in accordance with ASA best practice AGM guidelines? Did Mr Sharif, the youngest ever candidate for an ASX100 board, receive more than 2% of the proxy votes in favour?

13. Why are Australian boards so afraid of listening to the opinions of shareholders by way of non-binding shareholder resolutions? These are standard practice in the US yet dozens of ASX listed companies have now recommended against these constitutional amendments. Did you consider supporting this move and will you consider providing for such resolutions in the constitution of Accel?