9 questions lodged at 2022 Costa Group AGM

July 2, 2022

Below is the text of the 9 questions lodged at the 2022 Costa Group AGM. I wasn't able to listen and they haven't provided a webcast archive so at this point I don't know what happened.

1. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - 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 about the reasons if there have been any protest votes?

2. Given the interesting discussions across a range of topics today, including this LTI grant to the CEO, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today?

3. What is the Costa policy position on making political donations and have we or will will we be making any related to the just completed Federal election? What regulatory risks do we face from Canberra with the change of government? Are there any particiular Labor policies that are relevant to our business, such as tougher rules around the use of labour hire companies?

4. What proportion of the company is still owned by members of the Costa family and do we have any Costa family members on the payroll, either as employeers, contractors or consultants. How do we communicate with the family which still has its name on the door and if relations are distant, wouldn't it make sense to change the company name to something more relevant and grand sounding, like "Horticulture Australaisa".

5. When Harry Debney was an independent director of Kogan in 2020, he oversaw a capital raising that comprised a $100m insto placement at $11.45, followed by $15m SPP. After the SPP was flooded with $115m in applications from retail shareholders, the Kogan board only lifted the cap by $5m to $20m and refunded the other $95 million, which equated to 82% of all applications. This is his record. Why did Mr Debney treat retail shareholders so poorly in this capital raising? Will he take a different approach when Costa next raises?

6. Why did Harry Debney switch straight into a NED role, rather than having a cooling offer period, which is what Brian McNamee did at CSL and Richard Euchtritz did at JB Hi Fi. Did we consult with major shareholder Perpetual before doing this and were they okay with it? Have any of the proxy advisers recommended a vote against Harry's re-election and could the CEO comment on whether he is interfering too much.

7. The Australian directors's club is too small and inbred with too few people who know each other taking too many of the jobs on ASX200 boards. Dr Wilson and our chair Neil Chatfield also served together on the Transurban board. Could Jane outline her full history with Mr Chatfield. Are they friends and does she believe she would have the independence to support the transition to a new chair if Neil wasn't performing well?

8. Well done to Costa Group for not rorting JobKeeper like so many other public companies did. Could Janette Kendall and the CEO both comment on how we handled this issue at both the board and executive level. And could the chair explain why Costa didn't follow the lead of Aristocrat Leisure and claim JobKeeper?

9. Does the chair and candidate Janette Kendall have a view about the proposed changes to Australian proxy adviser regulations? This would have forced proxy advisers to fact check their reports by supplying companies with a copy as it was simultaneously sent to paying clients and then giving companies a right of reply to correct any errors via the ASX announcements platform. The Josh Frydenberg proposal was blocked by the Senate. Should the new government revisit this issue or is the current regulatory system okay in their view?