15 questions asked at 2022 Globe International AGM and spill meeting

October 28, 2022

Here is the text of the 15 questions asked at the 2022 Globe International virtual AGM and subsequent spill meeting held on October 27, plus a summary of the answers given.

Billionaire and 5.8% shareholder Solomon Lew has been harassing our company for 20 years. He is currently also harassing Myer and has now nominated a director for their board at the upcoming Myer AGM. How important is Myer as a retailer of our products and if Mr Lew gets control of Myer, could this work against us?

Answer: chair said Myer is not a big client of Globe.

How many remuneration report strikes has Solomon Lew caused over the years and have we suffered another one today? Also, how many second strikes have we suffered and is the chair aware of any other company which has suffered more second strikes. Has there ever been any dialogue with Mr Lew or his representatives to end this 20 year farce of remuneration protest votes. Have the Hill family ever offered to buy his shares?

Answer: chair said was unaware of anyone else suffering more strikes and Solly had been voting against the rem report for many years.

Thank you for holding a hybrid AGM today with full online participation, even though you have less than 1000 shareholders. Many much bigger companies including BHP, Rio Tinto, Seven West Media and even Super Retail Group today are not offering shareholders online AGM participation. When disclosing the outcome of voting today could you include data on the number of shareholders voting for & against, like what happens with a scheme of arrangement. Tabcorp agreed to do this yesterday. It highlights retail shareholder sentiment.

Answer: no promises.

Congratulations to Stephen Hill on the company's strong financial performance this year. Could Stephen comment on whether it is his intention to serve a full 3 year term. Also, what is the property or properties which are owned by the Hill family and leased to the company for more than $800,000 a year. Could this arrangement be tidied up with Globe buying the freehold?

Answer: thanks for the complement. Property arrangements are disclosed in annual report.

Minority shareholder David Williams went public a couple of years ago acting in concert with Solomon Lew in publicly attacking the company and voting against resolutions at the AGM. Are any of the directors aware of how this activist collaboration came to pass and whether it is still in place? Has Mr Williams or Mr Lew ever congratulated the company for improved performance in recent years or made any helpful suggestions or introductions that have assisted the company?

Answer: not aware of how they came together and there has been no contact initiated by either side. Watch video via Twitter of chair's response.

Having just 3 directors and 5 board meetings over the past year is unusual for a public company. Could Stephen Hill comment on how long a typical board meeting takes. How many executives attend a typical Globe board meeting and what would be wrong with moving to a slightly larger and more conventional board, even just an expansion to 5 directors?

Answer: chair said lots of executives attend the board meeting and they also have plenty of more informal catch-ups.

Given the interesting discussions across a range of topics today, could an archived copy of the webcast plus a full transcript of proceedings be made 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? Also, companies are increasingly disclosing the proxy position to the ASX along with the formal addresses. Could we do this next year?

Answer: no promises.

What is the thinking with calling the spill meeting for the same day as the AGM when you know the Hill family will vote the spill down?

Answer: it's efficient and less costly.

Questions asked at subsequent spill meeting triggered by second strike

I've voted in favour of all 3 candidates today, but if someone else wanted to nominate for the Globe board at this EGM, how could they do it if you hold the meeting 20 minutes after the spill is formally triggered? The law gives you 90 days to hold the meeting, so why do it in 20 minutes, particularly when your constitution allows for fully online shareholder meetings?

Answer: it was efficient and cost effective.

More than 90% of constitutions of ASX listed companies don't allow for fully online virtual meetings and when companies have attempted to amend their constitutions to allow for this in recent years, it has invariably been voted down by shareholders. When did we get the constitutional power to hold virtual AGMs? Was it there from the start or did we amend the Globe constitution after listing in 2001?

Answer: the person reading out the questions said the constitution was changed in May this year.

Does this snap election count as a fresh 3 year term for Peter and the other candidates up for election today, or does the normal 3 year cycle from AGMs remain in place? Is Peter in the house today and if so, does he intend to make a campaign speech seeking our support?

Answer: Peter Hill wasn't there and chair wasn't sure if triggered a new 3 year term but company secretary clarified that the constitution requires at least one board election each year.

How much money has Solly Lew and David Williams cost us by triggering this EGM?

Answer: not asked

Who is the deputy chairman when the chairman is not available? Which of the Hill brothers ranks in seniority to step in, including on this item when the chairman is up for election having seen his position spilled by minority shareholders under Australia's unprecedented and sometimes bizarre two strikes regime.

Answer: chair declined to nominate a deputy and failed to explain why he was running the item on his own re-election.

Well done on the 32 million votes in favour of Peter Hill. How many different Hill family entities share in the collective control of the business. In other words, how many people were required to deliver these votes today?

Answer: the person reading out the questions clarified that it just takes the 3 Hill brothers to deliver the 69% controlling vote.

Is the chairman a supporter of Australia's two strikes regime, given that the powers have been misused by Mr Lew for 20 years? Has Globe ever sought amendments to the law, given its unfortunate experience?

Answer: clearly not although he politely declined to directly answer the question.