Questions asked at the 2021 Cobram Estate AGM

October 30, 2021

Here is a list of the questions Stephen Mayne asked at the 2021 Cobram Estate Olives AGM, all of which were read out in full without editing.

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.

Answer: don't see why not.

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? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions?

Answer: not aware of any protests but ASA piped up with some concerns.

In terms of the world's biggest olive producers, where do we currently rank, who are the big 3 and with access to capital after a public listing, are we open to pursuing any local or offshore acquisitions?

Answer: we are definitely in the top 5 globally.

Back in the 1990s, Michael Pascoe on Channel Nine's Business Sunday program used to predict massive investor losses from excessive olive planting which he alleged was mainly tax driven given the ATO schemes available at the time. Please comment on how important tax treatment was for the development of our company and Australia's olive industry and whether there is any preferred tax treatment or incentives still in place today?

Answer: Yes, it was important and when Timbercorp went broke, we went from managing their crops to buying their operation after a very difficult 10 months of negotiations.

The AFR reported in July that existing shareholders were hoping to sell approximately $100m worth of stock into the float at $2 a share, but institutional bidders baulked at that price so we instead opted for a compliance listing. Is it correct that the level of selling interest was really that high and has any of that been satisfied since the float with new institutional investors coming onto the register.

Chair: It was nothing like $100 million, I was looking to sell 16% of my stake but that was about it.

A lot of suppliers have suffered at the hands of Coles and Woolworths over the years, given the unprecedented market power they have in the Australian market. Are they treating us any differently now that we are a public company with a market capitalisation of almost $800 million, potentially able to afford thinner margins. Also, how important is Aldi and IGA for our sales?

Answer: The listing hasn't changed anything and they were particularly effusive about Aldi having their three main lines in all of their stores across Australia.

When was the last time that shareholders voted on the NED fee cap and why wasn't a higher figure than $300,000 set before you floated. Also, how much have we agreed to pay the chair and individual NEDs in 2021-22, assuming this resolution is passed today.

Answer: Smaller private board needed less and we'll paying NEDs 100k and the chair 200k.

Could Joanna comment on what have been the most challenging issues for her in guiding Cobram from private company land into the ASX space?

As a former consultant to the company since 2013, have all parties agreed that Joanna won't do any more consulting now that she is an independent director of the company. Also, what was the nature of these consulting services?

Answer: Brand ambassador and some of this work may continue. Hmmm.

Chair, were you looking to sell some of your shareholding into the IPO before the change of heart to only go with a compliance listing. Are there are constraints on you selling down and what are your thoughts about Cobram having an independent chair, as opposed to a founder-chair? That said, I acknowledge the remarkable achievements in developing Cobram Estates to what it is today, so well done for that.

Chair: It was nothing like $100 million, I was looking to sell 16% of my stake but that was about it.

Could Jonathan please outline the process that he went through before joining the board. Was an independent search firm involved? Did he know any of the Cobram directors before joining the board and is there anything that keeps him awake at night regarding the company?

This agri-business stuff is all Greek to me. The notice of meeting says Jonathan recently did a PHD in "Ancient Greek Philology". Should that be "philosophy" and is there anything that he learnt doing this PHD which can add value at Cobram.

Answer: Philology is right, meaning the study of texts. It's a private interest not really relevant for Cobram Estates although the ancient Greeks did love their olives.

The voter turnout was a lot lower on this resolution than others. Were some shareholders precluded from voting or did they voluntarily not vote. I reckon 800k is nothing so don't be sheepish or defensive about this resolution. You should have gone to $1 million.

Answer: Yes, some of us directors couldn't vote on our own pay.

Last question and apologies to Jonathan for creating all this box ticking. When disclosing the outcome of all 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 shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs.

Answer: Yes.