12 questions lodged at the 2021 Myer AGM

November 7, 2021

Below are the 12 written questions Stephen Mayne lodged at the 2021 Myer AGM with the two which weren't asked in italics.

I own 10 shares in Myer and my wife Paula Piccinini only owns 11 shares. Why did you waste shareholders funds sending both of us a snail mail letter last week urging us to support the board in all resolutions at today's AGM when the tiny size of our holdings make us irrelevant. Surely, a company funded solicitation campaign should focus on retail shareholders above a certain size. How much did you spend writing to all shareholders?

Answer: important to treat all shareholders equally.

In light of the long and controversial history between Solomon Lew and Coles Myer, why not fully disclose all of the company's dealings with the Lew interests, especially given that related party transactions were at the heart of the Yannon scandal which cost Coles Myer shareholders $18 million and led to Mr Lew being ousted as Coles Myer chairman in the mid-1990s.

Answer: we don't disclose any supplier relationships.

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, including the election of Mr Mervis? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions if there have been any protest votes?

The voting results after last year's AGM failed to disclose the proxy votes for then chairman Gary Hounsell, who resigned on the morning of the meeting. This secrecy was contrary to what happens with the various climate related contingent shareholders resolutions where the proxies are always disclosed regardless of whether the motion is put. Please advise if the proxies showed Mr Hounsell faced actual defeat, or was it just that two biggest shareholders representing less than 20% of total shares, had voted against him?

Answer: we will be keeping this information secret.

Jacqui Taylor was last elected at the 2019 AGM. Given that the constitution only requires 2 directors to be up for election at each AGM and we have 2 other directors up for election today, why is this needless resolution being put today? Does Jacquie or the board fear that re-election next year might be more difficult, hence the decision to get a new 3 year term in the bank for Jackie today, one year ahead of time.

Answer: the constitution requires two retiring director to nominate, plus any new directors so Jacqui had to stand.

Could Ari outline if he has any history of dealings with Solomon Lew or his associates. Does Ari know why Premier Investments appears to have voted against him as part of the 33% protest vote on the proxies. Also, what was the recruitment process for Ari? Was a head hunter involved and did he know any of the existing Myer directors before joining the board?

Answer: Ari has never met Solly or his associates, a head hunter was involved and he didn't know any of the other directors before joining the Myer board.

We have seen Solly Lew try to destabilise the company with today's 33% protest vote against some of the independent directors. Could Dave Whittle outline any history he has with Mr Lew or his associates. Also, what does David think about Myer unveiling a $30,000 Share Purchase Plan for all shareholders pitched at a 2-5% discount to the VWAP. Such a move would dilute the Lew interests and give retail shareholders a chance to expand their investment in Myer.

Answer: chair said no plans for a capital raising and Dave said he hadn't met Solly but the company where he serves as CEO does have a Solly-associated company as a client.

Not asked: Was Jacqui Taylor one of the 4 female directors of Just Group who were sacked by Solomon Lew after Premier Investments took control after the GFC. What was that experience like? Was it handled with dignity and sensitivity? Is Jacqui aware of a larger single sacking exercise involving female directors on any ASX board where the company has remained listed?

When disclosing the outcome of all resolutions, including this LTI grant for the CEO, 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. It will also demonstrate how much retail voting interest the board's solicitation campaign triggered.

Answer: chair said would consider.

When is Myer going to disclose its full JobKeeper experience to the ASX in line with recent legislative amendments passed by the Federal Parliament. Also, have you heard that rival David Jones received more than $100 million in JobKeeper. Did we get more than David Jones and what consideration did we give to refunding some of the JobKeeper money like what fellow retailers Premier Investments and Harvey Norman did.

Answer: will disclose within 60 days of accounts being lodged with ASIC and not aware of David Jones situation plus not appropriate to comment on other companies.

Not asked: Could CEO John King comment on whether he has ever had any dealings with new Premier Investments CEO, Richard Murray, a far more pleasant individual that Mr Lew, who always seems to prefer to fight, litigate and criticise. Has the recruitment of Mr Murray from JB Hi Fi to replace Mark McInnes as Premier CEO changed the tone at all or are all tactics and engagement dominated by Mr Lew.

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. AGM transcripts have been recently provided by other major companies like ASX, Woolworths, Crown Resorts and AGL and given the antics of Mr Lew, all shareholders should have access to a full transcript.

Answer: only planning to public the archive of the webcast.