11 questions submitted at 2022 Dicker Data AGM

May 21, 2022

Text of 11 questions submitted at 2022 Dicker Data AGM held on May 20, 2022. There was some abbreviating in the reading.

1. Now that we are a company valued at $2.1 billion by the market, which of the main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA – cover us and did any of them recommend a vote against any of the board's recommendations on today's resolutions? What is the history of the founder's engagement with proxy advisers? Did he support Josh Frydenberg's proposal to impose tougher regulations on them?

2. Congratulation to founder Dave Dicker for delivering such terrific performance. Could Dave indicate roughly how many hours a week he is currently devoting to Dicker and what is taking up the rest of time, besides his beloved car racing. Has he thought about slowing down at all, such as appointing an independent chair to help oversee governance arrangements at Dicker Data, or shifting gear to become non-executive chair, like what Frank Lowy did during his final years at Westfield?

3. Re-election of Ian Welch - Can Ian recall a time when the founder and executive chairman Dave Dicker didn't get what he wanted at a board meeting. Could he also detail his full history with Mr Dicker, the circumstances of his appointment to the board and whether he regards Mr Dicker as a personal friend.

4. The notice of meeting contains the claim that "no other ASX300 company has remuneration as directly linked to performance as Dicker Data". Could the chair of the rem committee and the founder both comment on whether this is true. Macquarie Group pays tiny fixed salaries to its senior leadership, who receive more than 90% of their remuneration out of the bonus pool which is directly linked to profit. Is the Dicker scheme really more performance linked that the original Millionaires Factory, Macquarie Group.

5. The 7 person Dicker Data board comprises 2 founders, 4 executives and only 2 independents. As one of the non-independent executives on the board, could Ian comment on whether he personally would consider voting in favour of appointing more independent directors and potentially moving to a model of having less executive directors. Does Ian think we really need 4 different executives on the board when they already run the company through the management committee. Sure, it is easy to point to the "scoreboard" and retort with the comment: "who needs box tickers when we're all making money?" But would a couple of extra independent directors hurt anyone?

6. There was a nice picture in CEO Magazine of Prime Minister Scott Morrison with our founders holding a picture of a book called "50 business heroes", which we feature in. Given that our business is based in the PM's seat of Cook, has the company or the founders been prevailed upon to make campaign donations for the PM's re-election. What is our policy in terms of spending shareholder funds making political donations and do we have any history of making political donations?

7. In May 2020 Dicker Data did a $50 million institutional placement at $6.70 a share, a 6.7% discount to the last trade of $7.18. We then announced a $5 million share purchase plan which was deluged with $53.7 million worth of applications from 41% of the 7000 retail shareholders. Unfortunately, the board only chose to expand the SPP to $15 million, meaning that $38.7 million was refunded, including many millions to loyal staff. In light of this history of arguably unfair treatment of retail shareholders and the ongoing need to fund our growth, would Leanne Ralph support launching another SPP for retail shareholders with no accompanying institutional placement.

8. Retail shareholder voting participation has been falling in recent years because we all feel powerless in the face of big institutional votes. When disclosing the outcome of voting on all resolutions today, could you please advise the ASX 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 adopted by the likes of Metcash, Altium and Dexus after their 2021 AGMs. I also note that Dicker has never published a full transcript of AGM debate on your website and was unable to find any webcast archive of last year's AGM. The likes of Crown Resorts, Woolworths, IAG, Nine, Suncorp, ANZ, Transurban & ASX now all provide full AGM transcripts, plus an archive of the webcast. Will Dicker follow suit in 2022?

9. Dave Dicker sold 2.74 million shares during the year and Fiona Brown bought an additional 553,093 shares. Could our founders both comment on what drove these changes and whether further sales or acquisitions are likely. Also, why is Dave Dicker working for nothing whereas Fiona is drawing the base non-executive director fee of $59,583. Wouldn't it make sense to be consistent with either both founders drawing a salary or working for free? That said, congratulations on collectively working for so little. By way of comparison, greedy Murdoch men have drawn from than $1 billion in salaries and bonuses from public companies over the past 20 years.

10. The 3 executive directors who participate in the 2.5% profit pool have all enjoyed record pay packets in 2021, which came to a combined $8.6 million. As chair of the remuneration committee, could Leanne comment on whether there are any issues with the next level of executives not participating in such a generous scheme. Also, with a majority of the proxy advisers recommending a second strike against the remuneration report, have we suffered a second strike?

11. Will you publish an archive of the webcast and a transcript of the AGM debate?