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?
Which of the proxy advisers are covering us and has there 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?
pocketing $63.6 million in JobKeeper for 3342 staff over two financial years,
why did we pay executive bonuses in 2020-21 which included this government
handout as revenue, particularly given shareholder have received such poor
returns? Has this controversial move triggered a remuneration strike today?
3. Treasury Wine
Estates has voluntarily moved to annual elections for directors in line with
best practice that occurs in both the US and the UK. Dual listed companies like
News Corp, BHP and Rio Tinto all do this due to the laws in the US and UK. What
does the chairman, and the new directors being elected for the first time
today, think about Mineral Resources adopting this model at the 2022 AGM so
that all directors can be more regularly accountable to shareholders.
disclosing the outcome of all resolutions today, will the chair support the
idea of publicly disclosing 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. What does the chair think of this idea?
5. 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 last week & had a full transcript of Nine AGM online
before the end of the day.
6. Could Leith
Nicholson comment on how many millions of dollars his law firm Nicholson Ryan
Lawyers has billed AMA since it first became involved in 2009. Has AMA been
among the firm's top 5 clients for billings in many years since 2009? Could the
audit committee chair comment on how much has been paid by AMA to Nicholson
Ryan Lawyers as related party transactions since Leith joined the AMA board in
2015. Over that 6 year period, did we ever put our legal work out to tender?
Finally, can you name any other comparable ASX listed companies that have an
out-sourced “general counsel”.
7. What is going
on with the amateur hour substantial shareholder reporting on page 114 of the
2020-21 annual report? This is meant to be a list of beneficial shareholders
above 5% but you're included 3 nominee shareholders with more than 5% - HSBS
Nominees with 27.5%, JP Morgan nominees with 21% and Citicorp Nominees with 5.05%.
You have then gone on to list UBS Nominees with 4.55% and National Nominees
with 3.25% when they are both below 5%. Please name any actual beneficial
shareholders who own more than 5% and undertake to get this disclosure right in
next year's annual report.
8. Whose idea was
it to limit the ability of your 4000 retail shareholders to only apply for
additional shares equivalent to 50% of their entitlement in the recent $47
million 1-for-2.8 retail offer? Do you agree this unnecessary and unwarranted restriction
triggered a $17 million shortfall on the $47 million offer with windfall gains
going to the Swiss under-writer UBS and its unknown institutional clients. With
the stock at 45c today, do you agree that retail shareholders have been collectively
diluted out of $3.4 million in value. Are you prepared to launch a $30,000
Share Purchase plan for retail shareholders as a make good for this unfair
9. Could outside candidate Peter
Taylor comment on whether he believes the board has treated him fairly in the way
this contested election has been conducted. Was his platform in the notice of
meeting censored? Was the full notice of meeting snail mailed to all
shareholders who hadn't signed up for electronic communications? Did the board
provide access to the email addresses of shareholders for proxy solicitation?
How much did the board charge for the share register? Was he invited to prepare
a video for the AGM and has he been invited to answer questions at today's AGM.
Is there anything Peter would like to add to the discussion at this point?
10. How important
is the Suncorp relationship going forward both as a shareholder and a client.
Have we explored a potential strategic relationship with Insurance Australia
Group and its 30% shareholder partner in NSW and Victoria, namely RACV
Victoria, which is Australia's richest remaining mutual worth an estimated $3
billion. If IAG/RACV bought a 10-20% stake in AMA, they would have an incentive
to direct their repair work our way. Does our existing Suncorp relationship
undermine our relationship with IAG/RACV.
11. Why is Simon
Moore going again given that he is a long term director associated with past
private equity investments in AMA and the performance in recent years has been
so poor. Could Simon please speak for himself and will candidates up for
election today be addressing shareholders?
12. Given that
land values are surging at the moment, have we looked at rationalising or
redeveloping any of our sites a bit like the way Brickworks and CSR make a
fortune from repurposing and selling off old sites. What is the book value of
our company owned repair shops, what proportion do we lease and are the clean
up costs adequately provisioned on the balance sheet.
Answer: we only rent.
13. Has Paul Ruiz
had any dealings with external candidate Peter Taylor? If there wasn't
litigation, would he potentially be a suitable director?
13. Did the
directors have line of site in terms of who sub-underwrote the recent capital
raising. Was Kyle aware that Thorney was one of the under-writers and how did
Kyle himself play the capital raising? Is he going to buy more shares when the
14. As a former
chair of NRMA with direct auto industry experience, Kyle is an excellent
appointment to the board. Well done in securing his services and does he think
the Suncorp connection limits our relationship with IAG, which was spun off
from NRMA almost 20 years ago.
15. Private equity
firms are notorious for gearing up companies they own and also often deploy leverage such as making
long term lease commitments rather than owning free-hold. What TPG did with
Myer was the worst example. Could Simon Moore comment on whether he was involved in
the strategic decision for AMA to not own any freehold and is he comfortable
that the leasehold liability is adequately reported. Are they are balloon
payments in the backend of leases like what TPG did with Myer.
16. Thank you for
reading out all of my questions without any editing. Why are we bothering with
this partial takeover renewal when a partial takeover might be quite useful for an unloved
stock. Also, when disclosing the outcome of all resolutions, including this
item, 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. Go on chair, give us a small disclosure win like this
one, or agreeing to a transcript.
Answer: The lawyer on the board Leith Nicholson said this was standard and predicted strong support when it actually attracted the biggest protest vote of the day with 17% against.
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