5 questions asked at 2023 APA AGM
October 26, 2023
Here is the text of the 5 written questions asked at the 2023 APA AGM held on October 26, along with a summary of the answers.
1. APA has a market capitalisation of $10.3 billion and is the largest listed company which remains a trust, rather than a regular company. Does the chairman agree it is time to just pay the extra tax and regularise our corporate structure to replicate what every other ASX50 company does?
Answer:
2. After receiving $324 million worth of Share purchase plan applications in September, the board used its discretion and lifted the SPP cap from $75 million to $200 million, gave a minimum $2500 allocation to all 27,554 applicants and provided the precise data on participation rates. Thank you for these initiatives but wouldn't it have been fairer to do a PAITREO capital raising and why did the initial capital raising plan envisage such a large $675 million allocation to institutions through the placement, with retail holders only asked for $75 million or just 10% of the $750 million raising. It sounds like we were just an afterthought.
Answer:
3. Could you please put up an amendment to the constitution at next year's AGM removing the constitutional barriers for an external party to nominate for the board. No other ASX50 company requires 5% of shares or 100 shareholders to support a candidate to simply get on the ballot. It's normally just self-nomination or the support of 1 shareholder to run for a board. Why do you continue to support this undemocratic barrier to entry and when will you regularise your constitution to bring it into line with standard market practice? Could newest director and candidate today Nino Ficca comment on this. How would he have felt chasing 100 shareholder signatures from at least 5% of the total stock on issue, just to be nominated?
Answer: An appropriate answer would have been "we'll look at this for next year" but chair Michael Fraser actually said "we are already doing what you have asked for" which is completely wrong - watch video via Twitter.
4. At last year's AGM there was a 20% protest vote against both the election of James Fazzino and the board's climate transition plan, despite the chairman claiming that no proxy adviser recommended a vote against any of the 4 resolutions. As a candidate up for re-election today, could Peter Wasow comment on how he and the board responded to last year's unexpected and unusual protest votes? Have there been any similar protest votes against any of the directors today?
Answer: chair Michael Fraser took the question and provided a standard response about engaging. He also said APA's climate reporting had improved.
5. The AFR reported on August 11 that Morgan Stanley's infrastructure investing arm had emerged as a competing bidder to APA for Alinta Energy's power assets in the Pilbara. The same paper later reported that APA bid against itself and rival bidders were a fiction. Given that Morgan Stanley was one of our advisers on the deal, could Shirley comment on whether the board investigated its role in the bid and these AFR reports which seemingly drove up the price we paid in a very small field, citing a Morgan Stanley vehicle as a rival bidder.
Answer: chair Michael Fraser admitted that conversations were had when the article appeared but stressed that APA had very good intelligence on the bidding landscape and did not overpay. Yes, they all say that. Watch video of exchange via Twitter.
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