Questions asked at 2021 Dexus AGM

October 25, 2021

Here is the text of questions submitted by Stephen Mayne at the Dexus AGM held on October 19.

Can chair Richard Sheppard please explain why he has been so permissive with executive pay at Dexus over the years, culminating in today's 65% protest vote? Is he trying to create another Millionaires Factory? After years and years of big bonuses, why on earth did we then go with excessive retention payments? In light of today's developments, is the chair planning to retire in the near term, particularly given the scandals unfolding at Star Entertainment?

Which law firm advised on the constitutional amendment and are we going to pay their bill given that the item had to be withdrawn yesterday after opposition from proxy advisers and shareholders. What percentage of proxies cast were against the proposal and what were we thinking in proposing a constitutional amendment that could have allowed all future AGMs to be online only? Whose idea was this?

When disclosing the outcome of his re-election and all other resolutions today, could Warwick Negus and the chair comment on whether they support the idea of publicly disclosing how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions, including rem and the aborted constitutional change and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs.

As chair of the remuneration committee, could Penny Bingham-Hall please justify how a CEO with years under their belt could possibly justify a $3.5 million retention payment? Chair Richard Sheppard has made a passionate defence of this arrangement. Does Penny agree that perhaps it is time for the long serving chair to no longer serve on the remuneration committee. Could the other rem committee member, Nicola Roxon, also comment on this situation?

There was also a 30% protest vote against the LTI grant. Could Darren please comment on how he will respond to this message from shareholders? Darren refused to comment.

Why was there a 9% vote against Warwick Negus's election when he has only been on the board since January? Which proxy adviser recommended against him?

Charter Hall has just agreed to buy ALE, a large landlord of pokies pubs in Australia. Could Tonianne comment on her view about ESG investment as it relates to the gambling industry. Would, for instance, Dexus consider buying Crown's property assets or do we have a negative screen on gambling properties. Could the chair also comment on this.

Does Penny agree that it doesn't make sense for investors to vote 65% against the remuneration report but then only vote 10% against the chair of the rem committee. Did Penny have any direct dealings with the proxy advisers over their recommendation on her re-election?

When Penny was at Leighton, they build Star Sydney, wanted to build Crown Melbourne and also built a number of casinos in Macau. Given her presence on the newly formed ESG committee, what is her view about Dexus owning or managing gambling assets, such as pubs or casinos.

Since 2019, Treasury Wine Estates has voluntarily moved to annual elections for directors in line with best practice that occurs in the US & UK. Dual listed companies like News Corp, BHP & Rio all do this due to the laws in the US & UK. What does Tonianne think about this idea given she is only planning to serve for 1 year. Could the chair comment on whether Dexus will consider following suit to lead by an example on governance by being more regularly accountable. Such a move also assist with managing chair succession.