14 questions asked at 2022 Pro Medicus AGM

January 15, 2023

Here is the text of 14 written questions submitted at the 2022 Pro Medicus hybrid AGM held on November 21, some of which weren't asked. See video archive of the 100 minute meeting.

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 any material proxy protest votes? Will you disclose the proxy votes before the debate on each resolutions? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?

Answer: they were in favour of all items.

2. Given the interesting discussions across a range of topics today, 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, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003.

3. Retail shareholder voter turnout has fallen to about 2% in Australia. When disclosing the outcome of voting on all resolutions today, including Anthony's re-election, 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 and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.

4. CEOs are exempt from election in Australia so well done to Sam for voluntarily putting himself up for election. What was the thinking behind this and is Sam planning to serve a full 3 year term as a director. He doesn't need to work any more so has Sam given any thought to when he might retire as CEO of our fabulously successful company.

5. Chair Peter Kempen has been on the board since 2008 and chair since 2010 so, based on length of service, is no longer classified as independent by proxy advisers such as the ASA. Could both Anthony and the chair comment on the question of whether we intend to transfer back to having a chair who everyone agrees is independent, whilst not for a moment suggesting that Peter hasn't served superbly in the role. The two founders and jointly controlling shareholders are also welcome to comment on this issue.

6. Well done on such fabulous performance for your 12,000 shareholders over the past 15 years since that pivotal acquisition in 2009. The two founders, Sam Hupert & Anthony Hall, jointly control the business owning about 26% each. Are there any agreements between the two major shareholders or is each completely and independently free to deal with their shares should they decide to sell or if a private equity firm were to make a takeover offer. Also, what is their history of buying and selling Pro Medicus shares since the float?

7. Do either of the founders have any children or other family members who are involved in the business or have influence over their shareholdings in the business. Like with all founders, at some stage family succession and generation change comes into play. Have either of the founders considered inviting any family members to serve on the Pro Medicus board to represent their respective 26% stakes? Do they agree that at the moment, both founders are arguably under-represented on the board.

8. Great founders empower teams, encourage disagreement and don't always get their way. Could Anthony comment on how robust discussions get around the Pro Medicus board table. As an independent director, how often does Anthony and the other non executive directors prevail to the extend that the CEO does not get his way in board meetings? Also, does Anthony believe the co-founder Anthony Hall is the second most influential director on the board after the CEO.

9. What are our dealings with Ramsay and Medibank, the two biggest ASX listed players in the health sector.

Answer: negligible.

10. Kerry and James Packer always worked for free at public companies, relying on share price appreciation and dividends to benefit from their labour. By way of contrast, Murdoch men have been paid more than $1.5 billion in salary and bonuses by public companies they've controlled since 2000. What is Sam Hupert's view on the balance of these approaches? Has he thought about working for free as the share price booms?

Answer: not asked.

11. Did Tony know either of the founders before he was appointed to the board 6 years ago and what was the process through which he first engaged in the board recruitment process. Did we use an external head hunter at the time and have we used a recruitment firm to secure any new directors?

Answer: didn't know either founder and a recruiter was used. Good answer, sir!

12. How important is joint majority control of the business with Anthony Hall for Dr Hupert? Why not sell down to 20% each to increase the free float and allow more institutional investors to get on the register?

Answer: not asked.

13. Could the proxies please be disclosed before the debate on Sam's election and is Sam voting for himself, either by proxy or directly at the meeting. He should do that.

Answer: not asked.