Questions asked at the 2021 K&S Corp AGM

November 23, 2021

Questions asked at the 2021 K&S Corp AGM

Did any of the 4 main proxy advisers in the Australian market - ACSI, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? Do they cover 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 so shareholders can ask questions if there have been any protest votes?

Answer: we're not covered.

As a small minority shareholder in K&S Transport, could the chair please clarify what the decision making process would be if there was a change of control transaction at the company. For instance, where does the power lie within the Scott Group in terms of approving a sale of the business?

Answer: with the board and shareholders, these issues have come up in the past.

Thank you for at least being transparent in disclosing the age of our directors in the annual report. Many companies don't do this. However, why is it that the average age of our directors is so much higher than other companies. Do any of our three 70-something directors - Tony Johnson, Leigh Winser or Graham Walters - have any plans to retire in the coming year or two.

Answer: chair didn't know why other companies have such young directors rather tapping into experience. Succession planning is underway.

What is the full history of law firm Johnson Winter Slattery with this company and the Scott family. Our chairman, Tony Johnson, was a founding partner of JWS and sits on the main Scott family board, whilst one of our newest directors, Sallie Emmett, is a non-independent director and a former JWS partner. Could Tony outline his personal history with Allan Scott and the boarder group, plus what mechanisms are in place to pass those responsibilities onto others.

Answer: Tony first acted for Allan Scott in the late 1970s, before JWS was established. He's now just a consultant to the firm.

What protocols are in place when it comes to sharing information with Allan Scott's daughter Zena Winser and the family of Ray Scott, who reportedly are the majority owners of our controlling shareholders. Do they have full access to company information and roaming rights across the company's operations. By way of contrast, how do we communicate with our second biggest shareholder, competitor Linfox, which owns 15% of the company.

Answer: not asked.

Did the board have any discussions about repaying some of the $28.5 million in JobKeeper payments that we received over the past two financial years, given that so many other public companies voluntarily did this. The Parliamentary Budget Office reported that $38 billion of the $88 billion in JobKeeper went to claimaints who didn't qualify under the revenue drop requirements of the scheme. Did that include our company as revenues did not appear to drop by the required 30%.

Answer: no asked.

Linfox is estimated to be worth more than $4 billion. What is it about their business which is so much more valuable than our business given that the K&S market capitalisation is only $230 million. Have any recent discussions been held with Linfox about its 15% stake in our business. Do we collaborate with them on any operations and what ACCC constraints are there in terms of our dealings with Linfox?

Answer: no discussions of late.

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 our 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.
Leigh Winser re-election question

Answer: not asked, presume all records of the AGM debate will disappear from public view.

Could Leigh please explain how his board representation works in relation to his association with joint controlling shareholder of Scott Group, Zena Winser. Given John's age, is there a prospect of someone from the next generation of Winsers being appointed to the board in the near future and how does the situation work in terms of Ray Scott's board representation.

Answer: Ray Scott has passed away, board succession is being discussed.

Did our auditor Ernst & Young review whether we were entitled to claim as much JobKeeper as we did?

Answer: Yes, and so did KPMG.

Did our $28.5m in JobKeeper receipts contribute to executive bonuses over the past 2 years and was that appropriate?

Answer: no, bonuses were based on operating profit.

Why haven't we partnered up with a professional property development group to maximise the value of our property holdings, similar to what Brickworks has done with Goodman Group? What is our relationship with Goodman Group given they are one of the world's biggest industrial property developers and managers. Please cite an example of how we have nimbly maximised the value of our property holdings?

Answer: we don't have relations with Goodman. A few players have pitched property proposals at us over the years but we've declined to do anything with them.

Why aren't the directors giving campaign speeches. As a new director, could Sallie say a few words about her experience on the board so far.

Answer: She's having a great time and learning so much. Chair said her contributions are useful too.