Questions asked at the Adore Beauty AGM

November 12, 2021

Below are the questions asked at the inaugural Adore Beauty AGM held on November 21, 2021.

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. 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: You'll have to ask them.

2. When disclosing the outcome of both resolutions, will you 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. No problems if you only do this on your investor website rather than the ASX announcements platform if time is of the essence.

Answer: we'll stick with the normal rules.

3. Are you using an independent recruitment firm to assist with sourcing a new independent director, as opposed to just opting for someone that you know, something which happens all too often in the public company directors' club. If so, please name the firm.

Answer: Yes, but they haven't been appointed yet.

4. Why haven't we made the mandatory ASX JobKeeper announcement and how did we play JobKeeper? Did we claim any and did we later refund any of what we claimed, similar to Harvey Norman. What is the chair's view on whether JobKeeper was a widely rorted scheme where you didn't actually need to suffer the required revenue drops to claim it and could the CEO comment on her views about JobKeeper, including on whether it was widely accessed across the beauty industry.

Answer: we didn't claim any.

5. Marina go was one of the 7 best CEOs that independent ezine has had over the past 16 years since I sold the business in 2005 and is an excellent choice of chair for Adore Beauty. However, with two big promotions in recent weeks her dance card now looks overloaded. Once she joins the Transurban board on December 1, does she commit to relinquish one of her other roles which currently including chairing Netball Australia and serving on the boards of 7-11 Australia and Autosports Group.

Answer: there will be a coming resignation to sort this issue out.

6. How many of our staff or contractors have refused to get vaccinated so far and how are we handling this? How many unvaccinated staff or contractors have exited the business?

Answer: Some, but no details provided.

7. As part of Justin Ryan's agreed but surprising departure from the board last week, has he formally agreed not to sell his shares in the period ahead and do we have any formal non-compete agreements with him? Also, why didn't he stay on as a director, after agreeing to the need for best practice governance to be embraced through the appointment of an independent chair?

Answer: He said he won't sell but there's no non-compete.

8. 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. Nine Entertainment chairman Peter Costello, who appreciates the benefit of a parliamentary hansard transcript where MPs don't have to scroll through old videos to find out what was said, made this change yesterday and had a full transcript of yesterday's Nine AGM online before the end of the day.

Answer: webcast only.

9. As a 21% shareholder who doesn't need to work again, could James please outline his full Adore journey in terms of share purchases, share sales and any dilution from share sales to third parties, including through the 2020 IPO. Is he committed to not selling any more shares in the long term and what is his view on the need to have a majority of independent directors.

Answer: rebuffed with no detail.