9 questions asked at 2023 Pepper Money AGM

May 1, 2023

Here is the text of the 9 questions asked at the 2023 Pepper Money online AGM held on Thursday, April 27.

Australian Super, Australia's biggest industry fund, is our only substantial institutional shareholder with a 9.4% stake. They are more than $20 million under-water on their investment and when this happens, institutions sometimes lash out and vote against incentive grants. Have we had any engagement with Australian Super about the operation of the company and the resolutions up for voting today. Well done to the CEO for not selling any shares.

Answer: yes, we do have regular engagement with Australian Super.

Rob is an excellent director given his background. What was the basis of him volunteering to run for election today, given that this is the second director election resolution. Could Rob comment on why he believes CBA's share price is performing so much better than non-bank competitors such as Pepper and Latitude.

Answer: not asked.

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, including pre-IPO issues, and the CEO could factually summarise the situation in 60 seconds.

Answer: not asked.

Given the interesting discussions across a range of topics today, including on director elections, 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.

Answer: we'll take that on notice.

When disclosing the outcome of voting on all resolutions today, including this rem item, 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 adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.

Answer: we'll take that on notice.

After being floated at $2.89, Pepper Money shares are today at $1.30. Does the chair believe the perceived overhang of KKR's 60% stake is contributing to the poor share price performance. Do we have any capacity in our lending arrangements to do a share buy back to take advantage of the low share price?

Answer: not asked.

Private equity giant KKR raised $500 million when it floated Pepper Money at $2.89 a share in 2021. It retains a 60% stake at the moment. Could one of the KKR nominees on the board comment on whether any escrow arrangements remain in place, whether KKR has sold any shares into the after-market since the float and whether it is likely they will retain a majority stake over the coming 12 months.

Answer: not asked.

Why did you run a fully virtual rather than a hybrid AGM to so that your 4000 retail shareholders would have an opportunity to meet the directors. Will you commit to doing a hybrid next year as this is best practice for maximising shareholder access and participation.

Answer: we'll take that on board.

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? Well done disclosing the proxies to the ASX with the formal addresses and receiving strong support on all items. Why was KKR able to vote on the pay items given they have paid representatives on the board? Did you seek legal advise on whether KKR should vote?