17 questions asked at 2021 REA Group AGM

November 12, 2021

Below is the text of the 17 questions asked at 2021 REA Group AGM held on November 11. All but a couple were asked.

1. 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? Excluding the News Corp shareholding, 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?

Answer: There was some opposition but no detail provided.

2. Could Hamish please detail how he communicates with News Corp being their nominee as chair. As the controlling shareholder, what access do News Corp's co-chairs and controlling shareholders, Rupert and Lachlan Murdoch, have to REA documents and internal information? Is there a controlling shareholder protocol in terms of information flows?

Answer: the protocols are strict and long standing and I don't talk to Rupert or Lachlan about REA.

3. Our market power is clearly growing and with a market capitalisation of more than $20 billion, we clearly have significant control over some of the value chains in the Australian property market. Could the CEO comment on how our engagement and relationship with the ACCC works. For instance, would we be able to become number one in the mortgage broking market or directly move into the real estate agency market.

Answer: we would love to be number one in mortgage broking and don't have many dealings with the ACCC.

4. Former Labor Prime Minister Kevin Rudd has been campaigning for consumers to boycott REA products as part of his campaign against the so-called "Murdoch media". Could the CEO comment on whether these political attacks have had any impact and could the News Corp nominated chair comment on what risks he sees if we face a Federal Labor Government which is hostile to News Corp.

Answer: not asked.

5. The CEO has declared his personal passion for taking action on climate change. Could he comment on whether he was pleased to see the recent change of heart by the News Corp tabloids, where REA is a big advertiser. Are any of his pay incentives linked to sustainability or climate change outcomes?

Answer: this is not a News Corp meeting and we believe in taking action on climate change.

6. All of the directors have done a great job delivering for shareholders. Who holds the power at News Corp in terms of whether the NEDs should receive more cash. Hamish, as chair you appear to be underpaid compared with other chairs of companies capitalised at more than $20 billion. Have you asked the Murdochs for an increase in your chairman's fee and are you paid any additional monies by News Corp or Murdoch entities outside of REA?

Answer: I get nothing else from the News Corp apart from the chairman fee.

7. We clearly didn't JobKeeper. Why did we make a tiny Jobkeeper claim and then choose to repay it. Was this a mistake to claim in the first place?

Answer: A subsidiary with minority shareholders initially claimed it at the request of the minority shareholders but then we paid it back.

8. Is Jennifer comfortably being associated with News Corp and the Murdochs given the way they have run climate denialists campaign, have been associated with Donald Trump? What does she think of the Rudd and Turnbull attacks on the News Corp?

Answer: the independent director played a straight bat, as did chair Hamish McLennan.

9. Could Jennifer please explain her role in the recent selection of a new independent director and how the independent directors act together to ensure good governance is maintained, particularly given the Murdoch family's poor record on corporate governance. Does she feel she has enough access to management and company information on issues like related party transactions such as the advertising deals between News Corp and REA.

Answer: stop being so focused on News Corp. The governance is fine here with the independent directors meeting with each other, plus separately with management.

10. Hamish, isn't it time to break away from the Murdochs given that you are building a career as an independent director at other companies? Could Michael Miller comment on whether News Corp would be open to Hamish transitioning to independent chair rather a News Corp nominee.

Answer: not asked, probably as filed it too late.

11. There was a big 27.9m share vote against Hamish with shares worth more than $4 billion cast against his re-election. What changes will be made to address the concerns of independent shareholders and which of the proxy advisers recommended against Hamish?

Answer: we will engage to better understand the situation.

12. Thanks for disclosing the proxies ahead of the debate on each resolution. 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: we'll take that on board.

13. There was a 19m share protest against these LTI grants. Why was News Corp able to vote on this resolution and the remuneration report given that some of its nominees are paid and what were the concerns raised by the proxy advisers about Owen's LTI grant?

Answer: all shareholders are allowed to vote and the proxy advisers want more visibility on the performance hurdles.

14. What is the actual plan in terms of increasing chair or director board fees if this resolution is passed today? I'm relaxed about a big increase given you have performed so well for shareholders.

Answer: thank you for the praise, no detail on potential pay rise provided.

15. There was a big 18.5 million vote against item 5B. Was this based on potentially abandoning physical AGMs? Many other companies have dropped this proposal. What haven't we?

Answer: not asked, probably as filed too late.

16. Given that a clear majority of independent shareholders have voted against a number of resolutions today, including item 5B and the LTI grant, could the independent directors comment on how seriously they will take these protests, particularly given they are also in line for this pay rise? Do the independent directors meet with key proxy advisers and independent shareholders?

Answer: Yes, we will engage with proxy advisers and independent directors.

17. 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: no commitment.