Questions asked at the Bluescope Steel AGM

November 22, 2021

Questions asked at the 2021 Bluescope Steel AGM held on November 18.

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 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?

2. BHP spun off two steel businesses almost 20 years ago - Bluescope and Onesteel/Arrium. The latter went broke and we have boomed, so much so that our market capitalisation is now $10.3 billion. Could the chair and CEO briefly give their comment on how such divergent outcomes were delivered by BHP's two steel industry children.

3. When disclosing the outcome of all resolutions today, including this termination benefits proposal, 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.

4. Why didn't we tap into the widely rorted $88 billion JobKeeper program like 474 other ASX listed companies. All you had to do was forecast a drop in revenue, not actually suffer a drop. This was one of the world's most lax, open and abused corporate support schemes. Please explain why we didn't get in on the rort to maximise returns to shareholders and did we explore applying?

5. Given the interesting discussions across a range of topics today, including this board size proposal, 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. The current constitution limits the maximum number of directors on the Board to ten and this proposal increases the maximum to 12 until 2025. Why not instead follow the Rio Tinto model and have no maximum or be like BHP with a maximum of 20. What is wrong with having a constitution that gives shareholders maximum flexibility on board size, rather than directors hiding behind low board size caps as an entrenchment technique. Shareholders should be able to change board control at a single AGM without removing directors.

7. 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 Mark Hutchinson think about this idea and could the chair comment on whether Bluescope will consider following suit to lead by an example on governance by being more regularly accountable to shareholders.