13 questions asked at 2021 Liberty Financial AGM

December 11, 2021

Text of 13 questions asked at 2021 Liberty Financial Group AGM.

Given that Sherman Ma already owns 47.47% of the company, is it really necessary that he participates in this incentive scheme?

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?

Billionaire Kerry Stokes owns 1% of Liberty through his Wroxby Pty Ltd as disclosed in the annual report top 20. What is the history of our relationship with Mr Stokes? Is he just a new shareholder who came in through the float or does the business relationship go back further?

Congratulations to Sherman Ma on starting Liberty and building it into the $1.77 billion market cap giant that it is today. Could he comment on what he has found to be the biggest challenges of going public and what motivates him to be keep going when he clearly doesn't need to work?

Richard is a highly credible figure but at 76 he is also one of Australia's oldest public company chairs. Is he planning to serve a full 3 year term and could he also detail the full history of relationship with founder Sherman Ma given that he has chaired Liberty since 2005.

Richard, a two question limit on AGM questions from shareholders is ridiculous. As the independent chair, will you support transparency measures such as ensuring that a full archive of the webcast, along with a transcript, is made available on the company website. Similarly, when disclosing the outcome of all 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.

Did we conduct a competitive tender before proposing KPMG as auditor and how long have KPMG been our auditor. Did they also do any additional work for Liberty ahead of the float?

Could Sherman please comment on how he approached voting at today's AGMs. Presumably he won't be able to vote on this item relating to his own incentive grant but could he also comment on what his approach has been to voting on other items. Was he excluded on all rem items and therefore only voted on the director elections and auditor appointment.

Could James please comment on the share price which has recently dipped below the $6 float price. What impact does the falling share price have on the future upside of this incentive grant? Were there any criticisms of this incentive scheme by any of the proxy advisers?

Could Peter Hawkins comment on how the independent directors and proxy advisers are treating Richard's independence, given he has served for 16 years as chair. Who is treating him as independent and who is describing him as non-independent due to his length of service.

At next year's AGM, could you please follow the ASA guidelines and disclose the proxy votes before the debate. Has there been a material independent protest vote against this resolution or are the proxy advisers and independent shareholders comfortable with pre-approving these termination benefits.

Well done to Sherman for not voting on the rem report and the LTI grant to the CEO. Does this voting exclusion also extend to not voting on the termination benefits and this item.

Please ask the earlier question about whether a full archive of the webcast and AGM transcript will be published on the company's website.