5 questions asked at 2023 KMD AGM

November 10, 2023

Here is the text of the 5 questions asked at the 1 hour 2023 KMD hybrid AGM held in Auckland on November 10, plus a summary of the answers below. Proxies were disclosed early with these formal addresses.

Q1. Philip Bowman re-election: Congratulations on fighting the Yannon scandal at Coles Myer. I was criticising the Solomon Lew board candidates at Myer just yesterday. Are you planning to serve a full 3 year term at KMD and how much of your time is spent in New Zealand? Apart from Coles Myer why hasn't Mr Bowman ever served on a public company board based in Australia. Was he penalised by the Australian directors club in some way for being the brave whistleblower who brought the Yannon scandal to light when serving briefly as the finance director of Coles Myer in the mid 1990s?

Answer: this was originally submitted as 2 questions and got combined and then edited back a little. Philip summarised his CEO career post Coles Myer and explained that he now lives in Dubai - watch video of exchange via Twitter, plus this final instalment.

Q2. KMD is one of the only public companies that has lodged a full transcript of its AGM with the ASX. Well done. Will this be done this year so shareholders can access a full copy of the debate on all items, including this proposed amendment to the constitution?

Answer: only planning to publish a video of the webcast online this year, with no ASX announcement.

Q3. There is no resolution every year at Australian based companies to appoint the auditor. Does the auditor and the chair agree that this is a pointless exercise, unless the auditor is being changed. Why don't we instead move to annual elections of all directors, like in the UK and the US.

Answer: chair said they just follow the rules and won't be changing but it was pointed out that they recently switched auditor to KPMG.

Q4. When disclosing the outcome of voting on all resolutions today, 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 provide a better gauge of retail shareholder sentiment on all resolutions and was a voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp and Myer over the past two years. The ASX itself did it for the first time this season.

Answer: this questions was cut in half, misunderstood and not properly answered. See video of exchange via Twitter.

Q5. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and NZSA - 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 describe the engagement we had with them before today's AGM? Thank you for disclosing the proxies to the NZSX and ASX before the meeting along with the formal addresses. Why were there double digit protest (sic) votes against Brent and Philip?

Answer: they only met with Glass Lewis and the NZSA which recommended in favour of all items. Chair pointed out support for both directors was "well into the 90s" but it was 7.2% against Brent Scrimshaw who has been on the board for 6 years and still not bought a single share. Watch video of exchange via Twitter.