9 questions asked at 2022 GUD AGM

October 28, 2022

Here is the text of the 9 questions asked at 2022 GUD hybrid AGM held on October 27.

The Federal Government has just introduced some new industrial relations which peak business bodies are objecting strongly too. What is our situation with industrial relations? Do we have any or many certified enterprise agreements and which unions do we mainly deal with?

Answer: mainly deal with manufacturing unions and most EBA were sorted 12 months ago.

Whose idea was it to limit the ability to apply for additional shares to just 15% of entitlement in last year's $405m capital raising? Clearly, this should have been a PAITREO to treat all shareholders equally, but having decided to make it non-renounceable, the unfair limit on applying for additional shares just guaranteed a big retail shortfall for the under-writers, which ended up being $55.8 million.

Private equity firm PEP was issued $75 million worth of GUD shares at the nominal price of $11.56 as part of the $744 million Auto Pacific acquisition in December last year and was required to keep the stock until late August this year. The stock is now at $7.65. Has PEP still retained this holding or has it been sold?

How much was Macquarie Group paid as an advisory fee on the Auto Sports acquisition, in addition to the minimum 2% fee or $8.1 million that it shared with Citi to under-write and manage the $405 million capital raising. The board had discretion to pay an additional 0.25% or $1 million fee at the end of the capital raising. Was this fee paid? If so, why was it paid given that the retail offer finished $55.8 million short.

Answer: CFO said the bonus fee was "classified" but then said the incentive fee was paid.

Having served on the board since 2011, could chair Graeme Billings please clarify if this will be his final 3 year term on the board. Does he believe his successor is currently on the board? What was the history of his recruitment to the GUD board in 2011?

Answer: no firm commitment but he hinted this would be his last term but stressed that board matters were private.

When disclosing the outcome of voting on all resolutions today, including this STI grant, 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 voluntary disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Tabcorp after its AGM yesterday.

The likes of Seek, Dexus, Brambles, Afterpay, Ausnet and many other companies have all disclosed the proxy votes to the ASX before the AGM starts along with the formal addresses. Will the board agree to do this next year so that interested shareholders and other stakeholders, including institutional investors and proxy advisers, have an early insight into the proxy position before the AGM debate commences. Why withhold only the voting slides from the presentations lodged with the ASX when this can easily be disclosed without muting the AGM debate by displaying them at the meeting before the Q&A on each item. What is the proxy position on the remuneration report?

Given the interesting discussions across a range of topics today, including this LTI grant for 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? Thank you for the past access to webcasts but will you commit to also publishing a full transcript, something that the likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease all all did for the first time after their 2021 AGMs.

GUD is quite a strange name for a company and not very attractive. It is also not a product brand. Given our big push into automotive parts have we given consideration to a rename that is more relevant to our evolving business.

Answer: chair said no one has a clue where those three letters come from and CEO said not a priority but finished with "watch this space". Watch video via Twitter.