10 questions asked at 2022 Appen AGM

July 2, 2022

Here is the text of the 10 questions asked at the 2022 Appen AGM held on May 27, 2022. The italicised bit weren't read out.

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 so shareholders can ask questions about the reasons if there have been any protest votes?

Answer: They were all in favour.

2. Given the interesting discussions across a range of topics today, including this proportional takeover item, 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?

Answer: no transcript but we got this webcast archive.

3. Could the chair please summarise his full history working for public companies controlled by the Murdoch family, including the current situation. Given his increasingly busy board portfolio, isn't it now time to fully separate from the Murdochs by no longer representing them on the REA Group board. Wouldn't this also make his roles as an independent director at Cricket Australia and Coles easier given that both entities have substantial dealings with Murdoch controlled entities. Why retain the Murdoch connnection?

4. Mr Freudsentein appears to be over-boarding given that he is Chair of Appen, a director of Coles Group Limited, a director of REA Group, a director of Cricket Australia and is also Deputy Chancellor of the University of Sydney. During the year, he was also the Acting chair of Cricket Australia when Justin Langer was sacked as coach. How much of his time is he devoting to Appen and does he have diary capacity to handle issues such as an extended corporate takeover situation if the Canadians return.

Answer: Rosalie put these two questions together and butchered the Murdoch component. Chair Freudenstein said he could handle the workload and had knocked back the Cricket Australia chair role to retain his other board seats.

5. Do you know who leaked the Canadian offer to The AFR's Rear Window column? Given the outrageous conduct by these Canadian suitors who won't even return our calls, please name the individuals on the ground in Australia who have represented the predator, particularly the lawyers, corporate advisers and PR professionals.

Answer: No, but it was Street Talk.

6. Could Stuart Davies please comment on whether he believes public companies should spend shareholder money donating to political parties or paying for access to politicians. What is our company's policy in terms of spending shareholder funds making political donations and do we have any history of making political donations? Have we been asked for money during the recent Federal election campaign?

Answer: Chair, CEO and Stuart all contributed and Appen has never made any political donations, which is good.

7. 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, including the rem report, could you advise the ASX how many shareholders voted for & against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment and was a disclosure initiative adopted by the likes of Metcash and Dexus after their 2021 AGMs.

Answer: No.

8. Could candidate Vanessa Liu please comment on her experience as a non executive director through this recent takeover soap opera. For instance, how many board meetings? Also, were there open tenders and was she involved in the decisions to appoint Barrenjoey, Atlas Technology Partners and law firm Allens to provide advice on the takeover. Did we hire any PR advisers as well and what is the likely total spend on takeover defence?

Answer: chair took this and said all appointments were made by board but he would not be disclosing fees.

9. Could candidate Stuart Davis please comment on the process he was subjected to before being appointed a director in March this year. Was an external recruitment firm involved and was he interviewed by the full board? Did he know any of the directors before being appointed. If so, could he please detail the history of the relationships. Could chair Richard Freudenstein also please comment on the recruitment process from his perspective. How many candidates were interviewed by the full board?

Answer: Yes, head hunter was used and all directors interviewed Stuart before he joined the board.

10. It must be a pretty full on job for Vanessa to be President of the Harvard Alumni Association, which has the largest endowment of any uni in the world. Harvard has also arguably produced more legends than any other university on earth. Does she get to meet all these people and what does the role involve? Have Vanessa's Harvard connections assisted with her contribution to Appen during her 3 years stint on the board. Finally, why and how was she chosen to the director subjecting themselves to election before her term expired?

Answer: The Harvard gig ends next month and chair said she was put up before one-third have to be elected each year and the two other alternative were re-elected last year.