Prime Media 2021 AGM questions

November 26, 2021

Prime Media 2021 AGM questions.

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?

Why are well selling the assets of Prime Media rather than all the shares. Is it because the shareholder approval hurdle is lower. Please explain all the different shareholder hurdle requirements comparing a conventional takeover offer, a scheme of arrangement and a vote on selling all of the assets.

Seven West Media has been appallingly managed over the years with lots of scandals such as backing Ben Roberts Smith, the Amber Harrison saga, overpaying for the cricket rights, the $8m stolen by John Fitzgerald, paying Jeff Kennett to appear on Sunrise when he was an independent director and the list goes on. Are we sure they are suitable to be stewards of our assets going forward?

Given the interesting discussions across a range of topics today, including the new constitution, could the chair undertake to make an archived copy of the webcast plus a full transcript available on the company's website. Nine Entertainment chair Peter Costello, who appreciates the benefit of a Hansard transcript where MPs don't have to scroll through old videos to find out what was said, made this change earlier this month & had a full transcript of Nine's AGM online before the end of the day. Can we match that time?

As part of the Seven West deal, could Ian comment on why we didn't negotiate to have one of our existing directors join the Seven West Media board. If this is how Seven treats all our independent directors, by sacking them, what are we expecting in terms of how they treat our loyal staff and executives?

Have we been hit hard by the great resignation, particularly now that there is so much certainty over the future of the operations with the proposed sale to Seven West. Also, what percentage of our journalists are unionised and do we have a certified enterprise agreement covering any of our Australian news operations?

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 Brett think about this idea of other ASX listed companies following suit and would the chair also care to comment?

Could Joshua please comment on what likely payments will flow to the non-executive directors and our senior executives over the next few months. How long will board fees continue to flow to the directors once the assets have been sold? Is there any temptation to become a cash box which then invests in other media assets or is that prohibited under the deal. With our cash reserves, we could buy 15-20% of Seven West Media if we wanted. Why not do that?

When disclosing the outcome of all resolutions today, will the chair and CEO 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.

Did the board have any discussions about repaying some of the $6.4m 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 claimants 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%. Were we influenced by Seven's aggressive use of JobKeeper?