11 questions lodged at 2022 Orica AGM

December 24, 2022

Here is the text of the 11 questions lodged at the 2022 Orica hybrid AGM held on December 14. Protest votes of 8-9% against two of the long serving directors and watch 97 minute webcast archive.

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? 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: proxies were in favour of all resolutions.

2. Thank you to Maxine Brenner for her service to the board over the past 9 years. As her final public contribution before retiring from the board at the conclusion of today's meeting, could Maxine comment on the three things she is most proud of about Orica's performance during her time on the board and any regrets she might have.

Answer: Maxine gave a 4 minute answer and here is a two minute grab via Twitter. Highlights included sustainability, safety and hiring of the latest CEO and only cited regret was the two deaths in calendar 2022.

3. Well done for committing to a non-binding advisory vote on Orica's climate action plan at the 2023 AGM and what triggered the change. Was it a case of keeping up with the Joneses given that the likes of Rio Tinto, Santos, Woodside, BHP, South 32 and Incitec Pivot had already committed to this? Is this move intended to be a one off vote, annual or every three years? Also, what additional information about the company's operations will Orica be publishing ahead of this vote?

Answer: chair Malcolm Broomhead said they consulted with various stakeholders and decided to give it a go but haven't decided on the frequency yet. Watch video answer via Twitter.

4. A question on the accounts for KPMG auditors Penny Stragalinos or Chris Sargent. Firstly, why do we have 2 signing partners? Secondly, have we been too aggressive with the $3 billion in write-downs over the past 8 years including another round of write-downs this year. The audited net assets are now down to $4.07 billion when the market capitalisation is $7 billion. Doesn't that suggest both the directors and the auditors have been too aggressive with write-downs, including in 2021-22?

Answer: KPMG has 2 signing partners on the bigger accounts and Penny gave a good answer, even if stuck at the back of the room. Watch video via Twitter.

5. Orica has an unusual register with industry fund Australian Super sitting there as the largest shareholder with 15.4%, almost 3 times more than that the next biggest shareholder, global index giant Blackrock. Do we have any direct engagement with our two largest shareholders and could Gene comment on whether any individual shareholders or proxy advisers directly contacted him to assess whether they would support his re-election today?

Answer: Gene wasn't present but the chair said there were no discussions with any institutions regarding his election and they don't treat Australian Super any different to other institutions which seek engagement in the usual way.

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 and the CEO could factually summarise the situation in 60 seconds.

Answer: CEO gave a good detailed answer - watch video via Twitter.

7. Like most global companies, we were pressured by western governments to exit Russia after the Ukraine invasion and did that. What has happened to the assets, plants, employees and key customers in Russia since we exited and what were the key challenges in this rapid exit process.

Answer: it was difficult but we sold to the local Russian management team. None of the staff took up the offer to leave Russia. Watch video via Twitter.

8. Why is Maxine Brenner going after 9 years on the board whereas Gene has been supported to go again after a 9 year run. Also why has Boon Swan Foo quit the board suddenly after just 3 years?

Answer: Maxine is the longest serving director and has other commitments. Gene will be going at some point during his next 3 year term and Boon is leaving due to personal health reasons. Watch video via Twitter. Reading between the lines, reckon Gene doesn't have any other gigs and is hanging on for as long as possible.

9. If all institutional proxy advisers were in favour of all resolutions, why was there a 9% protest vote worth almost $500 million against the re-election of Gene Tilbrook? Has there been a similar protest vote against Karen? Do you know who voted against?

Answer: not asked.

10. If all institutional proxy advisers were in favour of all resolutions, why was there a 9% protest vote worth almost $500 million against the re-election of Gene Tilbrook and an 8% vote against Karen Moses? Do you know who voted against and why? Has there been an even bigger protest vote against the remuneration report?

Answer: not asked.

11. Will there be a webcast available of today's full AGM and when disclosing the outcome of voting on all resolutions, including this constitutional amendment, 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 show respect for retail shareholders and provide a better gauge of retail sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium, Dexus, Webjet and Tabcorp.

Answer: this webcast archive was provided but no transcript.