6 questions at 2023 CSL AGM

November 24, 2023

Here is the text of the 6 questions at the 2023 CSL hybrid AGM held on October 11, 2023, along with a summary of the answers. There was a 23% vote against the rem report and almost 25% against the CEO's LTI grant. See webcast of 59 minute meeting.

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? If so, what reasons did they give? Which of the proxy advisers are covering us and please described the engagement we had with them before today's AGM? 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? Finally, why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other companies now do this.

Answer: one of the proxy firms recommended against, which explained in the 23% vote against the rem report and almost 25% against the CEO's LTI grant.

2. In 2022 CSL raised $6.3 billion in an institutional placement and then announced a $750 million share purchase plan for retail holders. Only 56,180 of our circa 250,000 shareholders participated in the SPP and yet still we rejected $192 million in applications after refusing to lift the $750m cap when $942 million came through the door. Chair, do you regret doing this and will you promise not to cap any future SPPs given the long and sad history of retail shareholders getting diluted without compensation in Australia's anything goes capital raising system which tends to favour the big end of town. Surely it wouldn't have caused any damage to lift the retail component of that $7.05 billion capital raising from 10.6% to around 12%. Also, the fairest way to raise capital is through a PAITREO. Will you use that structure next time?

Answer: chair Brian McNamee claimed the Swiss law meant they had to raise the funds super fast and also said it was "a complete myth" that the big end of town get an insider run on capital raisings - watch video of exchange via Twitter.

3. The CFMEU's Victorian division has long caused grief for businesses in Melbourne attempting to construct things in a timely manner within budget. Did they have an impact on the construction of our new headquarters in Elizabeth Street near the Carlton knowledge precinct and how are industrial relations going with our construction projects in Broadmeadows?

Answer: the CEO said everything was fine with its construction projects in Melbourne, citing the HQ, Broadmeadows and Tullamarine.

4. At last year's AGM, chairman Brian McNamee talked about the "price of freedom" in terms of constitutional and legislative protections against takeover agreed with the Federal Government at the time of our float. Our market cap would be higher than the current $122.4 billion without these restrictions so why don't we formally ask the Federal Government and the Opposition to support legislating to make CSL no different from the vast majority of ASX listed companies. At the very least, will you propose reforms to our constitution at next year's AGM to encourage this. As we're discovering at the moment, constitutional reform is easy and uncontroversial. Let's give it a go.


5. In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp and Rio Tinto all do this due to the laws in the US and UK and BHP has continued doing it even after its UK DLC ended in 2021. Can the chair and the candidates up for election today comment on whether our company will investigate following this TWE lead and move to annual elections of directors at the 2024 AGM? We're best practice on many issues, so why not follow best practice on annual director elections as well?

Answer: chair Brian McNamee said they looked seriously at this last year but it was constitutionally complex, presumably because of the requirement that two-thirds of the directors are Australian citizens. Watch video of exchange via Twitter.

6. Just 2 transparency requests to finish with. 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? Also, 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 voluntary disclosure initiative adopted by the likes of Metcash, Altium, Dexus, Webjet, Tabcorp and Myer over the past two years.