Questions asked at the 2021 Huon Aquaculture AGM

October 29, 2021

Here is the full text of the questions Stephen Mayne submitted to be asked at the 2021 Huon Aquaculture AGM held on October 29 at the same time as a scheme meeting to approve proposed $500 million takeover of the company by Brazilian giant JBS.

Does Frances Bender have any reflections about her decision to go 4 Corners and criticise the industry a few years back. What was the impact of the 4 Corners story and was it the right move, with the benefit of hindsight?

Frances: I was concerned about Macquarie Harbour and it was the right thing to do after nothing else worked.

Please disclose the proxy position before the debate begins in line with Australian Shareholders' Association policy. Please also clarify whether Tattarang's against vote is included in the proxies. Also, will the Bender family be voting in favour through the proxies or during the meeting when the poll is conducted?

Answer: Proxies will be disclosed after the debate, Twiggy is the only major shareholder voting in the room rather than by proxy.

Could Frances and Peter please outline the full history of their dealings with Andrew Forrest. Rather than blocking the JBS takeover, have any discussions been held with him or his representatives about making an alternative takeover bid?

Answer: Yes, we asked him to bid and he declined.

Given the board is recommending shareholders sell to JBS, why are we being asked to issue another incentive grant to one of the founders? Don't they have enough incentive already and isn't this proposal redundant?

Answer: The deal might be voted down, so this resolution is business as usual.

According to the Wikipedia entry on JBS, companies associated with their controlling shareholder agreed to pay US$3.2 billion in fines in Brazil in 2017 after admitting to paying approximately $US150 million in bribes over a 25 year period. Are we comfortable that these are the sort of people that can be trusted to be stewards of our Tasmanian salmon assets in the period ahead?

Answer: The italicised first bit wasn't asked and the answer just said JBS are fine.

If Twiggy Forrest successfully votes the scheme down today, could Frances and Peter Bender comment on whether they would consider selling 20% of the company to JBS at $3.85 a share. Have JBS indicated whether they would be interested in a partial shareholding rather than 100%.

Answer: That's a hypothetical. JBS want 100%.

Apart from Twiggy and the Benders, Australian Super, the nation's biggest industry fund with $233 billion in assets under management, are the only other shareholder that matters with a 12.6% stake. Have they voted in favour by proxy or are they intending to vote in favour in the poll? Who have we been dealing with at Australian Super during this takeover saga?

Answer: we don't talk about individual shareholders.

When disclosing the outcome of the remuneration report vote today, and all other resolutions, will the chair agree to publicly disclose 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 shareholders sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs. As we've seen in the proxies on the scheme votes, you have this data so please share it.

Answer: Chair deflected to the lawyers from Ashurst who responded: “Yes”.

Please explain again why we are having these separate votes on the Bender shareholding. Why can't all shareholders be dealt with equally via identical resolutions?

Did any of the 5 main proxy advisers in the Australian market - ACSI, ASA, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions, particularly this one given that this CEO LTI grant seems redundant if the takeover proceeds. If this resolution is defeated, how much cash will it save JBS, assuming the schemes are supported today?

Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website, at least until the JBS takeover formally occurs.

Answer: Chair deflected to the lawyers from Ashurst who responded: “Yes”.

Does Peter Bender have any agreement with JBS to vote in favour of this deal, effectively increasing the proceeds that he will personally receive from the JBS takeover?

Answer: No, this is all above board.