AGMs

8 questions at 2022 Chalice Mining AGM


November 24, 2022

Here is the text of the 8 written questions lodged at the 2022 Chalice Mining hybrid AGM held on November 23, along with a summary of some of the responses.

1. 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.

2. Thank you for disclosing the proxies to the ASX with the formal addresses? Do you know how many shareholders voted by proxy before the meeting? When disclosing the outcome of voting on all resolutions today, 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 recently adopted by the likes of Metcash, Dexus, Webjet, Myer and Tabcorp.

3. Thank you for disclosing the proxies to the ASX with the formal addresses? Do you know how many shareholders voted by proxy before the meeting? When disclosing the outcome of voting on all resolutions today, 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 recently adopted by the likes of Metcash, Dexus, Webjet, Myer and Tabcorp.

4. Does putting this resolution up suggest you are going to do another placement? Surely it is time for Chalice to embrace pro-rata capital raisings and move away from placements.

Answer: No, it doesn't suggest another placement is coming.

5. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Big companies like Argo, Bank of Queensland, BHP, CBA, Brickworks, Harvey Norman, Premier Investment and Seven West Media all banned online questions and voting at their recent AGMs, so well done for showing them up. What was the experience like from your end? Also, what is so bad about a proportional takeover and can you cite any companies that have received such a bid?

Answer: Yes, we'll probably do a hybrid again next year and we'll take any proportional bid seriously.

6. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated over many years and the CEO could factually summarise the situation in 30 seconds.

Answer: Chair gave the CEO the option of answering and the CEO gave an excellent and detailed response. Well done to both of them.

7. The turnout rate on all resolutions today, including this New Plan, is less than 40% which is quite low. Is this because we have a large retail shareholder base or are some of our larger shareholders either voting at the meeting or not voting at all. What steps did we take to get out the vote. Turn out rates in political elections are normally above 90%.

Answer: it's up to shareholders to vote but we'll do our best to facilitate participation.

8. Why is the abstain vote so low when placement recipients are not meant to vote? Have we failed to exclude conflicted recipients of placement stock?

Answer: chair claimed everything was done right. Doubt it, although it won't have been deliberate.