6 questions asked at 2021 NAB AGM

December 26, 2021

Text of 6 questions asked at the 2021 NAB AGM.

1. Could Ross McEwen please comment on the number of branches that have closed since he joined NAB as CEO. ANZ said yesterday that it has closed 150 branches over the past two years, leaving it with 421. We currently have 566 branches as the chair commented earlier but what was the figure two years ago and why do we have 145 more branches than ANZ? Also, what is our approach with branch closures. Are we generally waiting until leases expire before closing a branch?

2. CBA recently completed a $6 billion off-market buy at a 14% discount to the market price with the fully franked dividend component being 74.6% of the buy back price. It was flooded with almost $30 billion worth of stock tendered into the offer. Westpac is also attempting a similar $3.5 billion off market buyback but it has bombed so far because the dividend component was set to be less than half. Has NAB investigated an off-market buyback and, given our franking credits balance, what proportion of such a buyback could be a fully franked dividend as opposed to a capital return as this seems to be the key metric driving whether these off market buybacks are worthwhile and popular with shareholders?

3. When disclosing the outcome of all resolutions, including this LTI Grant, 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, Dexus and Altium after their AGMs. If the for and against detail is too much, can you at least advise now approximately how many of your 620,000 shareholder voted either directly or by proxy before the meeting commenced?

4. Item 2 - Anne Loveridge election. There are no issues with Anne Loveridge's election but on the question of director elections, could the chair please provide more detail on what happened with the announcement and then withdrawal of James Spenceley's appointment to the board. Was this due to proxy adviser or institutional shareholder concern? What was the recruitment process for James Spencely. Did we use an external head hunter?
5. Item 4 - LTI grant. Congratulations to NAB for publishing a full video archive of every NAB AGM since 2013. However, you have never produced an AGM transcript. In order to provide a fuller record of today's debate, including this important discussion on the LTI grant, could you please follow the lead of Afterpay, AGL Energy, ASX, CIMIC, Domino's, Freedom Foods, Lend Lease, Mineral Resources, Mirvac and Nine Entertainment by producing your first AGM transcript in 2021. It is not easy scrolling through videos to find out what was said and politicians are not asked to do, instead getting a hansard transcript of all Parliamentary debate. Can't we do the same?

6. I've never understood why Australian boards continue to resist opinion-based resolutions when these are standard in the US. What is so wrong about a group of shareholders putting up a resolution that expresses an opinion. Instead, we effectively have a board monopoly over what resolutions are put up. Shareholder resolutions are a great way to gauge shareholder sentiment. Climate campaigners are now getting around this restriction with the contingent resolutions model, so why not just embrace this constitutional amendment? You won't get deluged with resolutions because it will still have the significant obstacle of requiring support from 100 shareholders or 5% of the ordinary shares, whereas in the US, any single shareholder who has held $US2000 worth of shares for more than 12 months can put up an opinion-based shareholder resolution.