7 questions asked at 2022 Perpetual AGM

January 18, 2023

Here is the text of the 7 written questions lodged at the 2022 Perpetual hybrid AGM held on Thursday, October 20, plus a brief summary of the answers. Watch webcast archive of 2 hour and 42 minute meeting.

1. Which 3 Pendal directors will be joining out board and do we have veto rights in terms of choosing who we'd like to join or is it up to them as a group? How big is the field of candidates and have any of the existing Pendal directors ruled themselves out at this point.

Answer: chair Tony D'Aloisio said there was strong interest and it was a negotiation but ultimately Perpetual would choose.

2. Perpetual is currently capitalised at $1.46 billion and Pendal is valued by the market at $1.9 billion. Based on recent share price movements, it looks like we've overpaid for a competitor. Our chair is a former chair of both ASIC and the ASX. Could he please comment on whether the Perpetual board considered putting this deal to a vote of our shareholders, which is the law in jurisdictions like South Africa and the UK. How can you embark on such a huge transaction without seeking formal shareholder approval.

Answer: chair Tony D'Aloisio said there was no requirement in Australia and such a move would introduce deal risk. He also said no complaints had been received from shareholders on this issue.

3. Rather than over-paying for Pendal, why didn't we make a play for Magellan which has been in crisis for months now and looks cheap? Have we looked at Magellan or had any discussions with them? Similarly, Regal recently snapped up a 5.5% stake in Platinum. Have we ever looked at Platinum or had discussions with them, particularly when it became apparent major shareholder Judith Neilson was a seller over the past 2 years.

Answer: chair Tony D'Aloisio said Pendal was trading at just 8 times against 13 for Perpetual when the first offer was made in April, which was dismissed as opportunistic. He didn't comment on speculation and they stressed how complementary the two businesses were.

4. When disclosing the outcome of voting on all resolutions today, including this final resolution, 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.

Answer: chair Tony D'Aloisio said not today but they'd look at it for next year.

5. Given the interesting discussions across a range of topics today, including this LTI grant, 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: chair Tony D'Aloisio said he'd take that on notice.

6. Fund managers, like high rating radio shock jocks, are usually in the 5 highest paid employees at a company but this is often not disclosed because they are not regarded as Key Management Personnel. How many of our fund managers are paid more than the lowest paid KMP disclosed in our annual report and once the Pendal deal is bedded down, could we please better disclose the huge pay packets to our key fund managers.

Answer: chair Tony D'Aloisio acknowledged fund managers are well paid and these figures are not disclosed but said it was highly competitive information.

7. In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp and Rio Tinto all do this due to the laws in the US and UK and BHP has continue doing it even after its UK DLC ended last year. Can the chair and Greg Cooper comment on whether our company will follow this TWE lead and move to annual elections of directors at the 2023 AGM once the Pendal deal is bedded down?

Answer: chair Tony D'Aloisio said 3 year cycles works well and he wouldn't want to risk losing good directors with annual elections so it hasn't and wouldn't be discussed by the board.