12 questions lodged at 2023 Here, There & Everywhere AGM

May 17, 2023

Here is the text of the 12 written questions lodged during the 2023 Here, There & Everywhere hybrid AGM, along with a summary of the answers.

What was the company's involvement in Kyle Sandiland's recent extravagant wedding? Did any of the directors or KMP attend and were any company funds used? Was the chairman concerned to see who was in the wedding party, which led to strong public criticism from the likes of News Corp's Andrew Bolt?

Answer: chairman got the CEO to read out the question and then both distanced themselves - watch video via Twitter.

Hamish McClennan is arguably Australia's busiest professional director. How can he chair Rugby Australia, HT&E, REA Group and Magellan Financial Group at the same time. Will he commit to reducing his workload and could he explain how he currently splits his time.

Answer: Hamish said he likes to work and isn't working as hard as when he was a full time executive.

Who came up with the bizarre Here, There and Everywhere name in 2017 and can you name another public company which has changed its name twice in 6 years. Also, why did you request the number 1 in our new ticker code. This is confusing.

Answer: - watch video via Twitter.

Could Hamish explain how he represents News Corp on the REA board but is somehow classified as independent of News Corp, our second biggest shareholder, on our board. Given that Lachlan Murdoch is one of our biggest radio competitors, isn't it time we appointed a chairman who is completely independent of the Murdochs? Could Hamish and the next most senior director both comment on this.

Answer: - watch video via Twitter.

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?

Not asked.

Given the interesting discussions across a range of topics today, including this financial assistance resolution, 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 stick with providing a webcast of the AGM, but no transcript.

Is it correct that Kyle Sandilands is paid more than our CEO. Why don't we disclose our highest paid employees, along with the KMPs. Also, when is Kyle's current contract up and are we likely to negotiate a reduction in the next contract, as Nine has just reportedly done with Ray Hadley, reducing his pay from $4 million to $3.5 million.

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 over many years and the CEO could factually summarise the situation in 60 seconds.

Answer: I've never sold a share and bought some on market.

We've spent $36m so far buying back shares at an average price of $1.59. With the stock today at $1.02, does the CEO and chair agree that this has been a poor allocation of capital?

Answer: chair said disappointed stock at $1.02 but no admission the buyback was a mistake - watch video via Twitter.

ARN is a meaningless acronym which stands for Australian Radio Network. Why didn't we choose a name which actually included the word radio given that we are Australia's biggest radio company. What other names did you look at before settling on ARN Media? Which external parties did we pay to assist with name selection and how much will we spend on the rebranding?

Answer: - watch video via Twitter.

There is a growing risk that the Federal Parliament will impose a blanket ban on gambling advertising, similar to the tobacco regime. What proportion of our advertising revenue currently comes from the gambling industry and is it currently above $20 million a year? Is the gambling sector one of our 5 biggest industry advertisers? Which sectors are larger?

Not asked.

There was a 21% proxy protest vote against the chairman. Has there been a similar protest on the rem report?

Not asked.