AGMs

6 questions asked at 2022 Kogan AGM


November 25, 2022

Here is the text of the 6 questions asked at the 33 minute 2022 Kogan hybrid AGM held on November 24, plus a summary of the answers provided.

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 have there been any material proxy protest vote? Will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?

Answer: company secretary pointed out I was wrong and they actually did disclose the proxies early. Well done.

2. 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? Harvey Norman is holding its AGM right now in Sydney with no online component. Your video production values are also very good. We're clearly better than Harvey Norman at doing online AGMs. How strong a competitor is Harvey Norman when in comes to online retailing?

Answer: They censored the bit: "We're clearly better than Harvey Norman at doing online AGMs". Chair said was first hybrid and they'd look at continuing next year. Watch video via Twitter.

3. We've had some issues in previous years of multiple founder share sales coinciding with placements to new institutional shareholders which are now well out of the money. At the same time, the founders were issued what were then heavily in the money option grants. Could the chair comment on whether he has any regrets with how all this was handled since his last election and whether he has sought to negotiate more lock up agreements with the founders to reduce the likelihood for future sales.

Answer: chair said the options still had a year to run and there had been no changes since they were issued two years ago.

4. Apologies for the error on the proxies and well done for disclosing them to the ASX ahead of time. Any chance you could do an additional voluntary disclosure on all items by revealing 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 last year and Webjet and Tabcorp so far this AGM season.

5. The virtual AGMs amendment looks like being defeated on the proxies. Who is voting against? Watch video via Twitter.

Answer: proxy advisers have an issue with fully virtual AGMs. Let's just wait to see the outcome of the poll.

Given the interesting discussions across a range of topics today, including the two constitutional amendments, 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.

Chair: probably not. Watch video of chair's response via Twitter.