5 questions asked at 2023 Goodman Group AGM

November 18, 2023

Here is the text of the 7 written questions lodged at the 2023 Goodman Group hybrid AGM held on November 14, 5 of which were asked. Below is a summary of the answers along with some video grabs. The proxies weren't disclosed early and there some moderate protest votes on rem (12.7%) and against chair Stephen Johns (7%). Watch 68 minute webcast.

Q1. The previous long term chair was critical of the way Commonwealth Bank dealt with our company during the GFC when we were forced to do highly dilutive equity raisings. Could the new long term chair, Stephen Johns, and CEO Greg Goodman clarify whether we have ongoing dealings with the Commonwealth Bank.

Answer: The billionaire CEO Greg Goodman said CBA remains a banker but Goodman is in control because gearing is only 9% at the company level and 17% in the funds. Watch video of exchange via Twitter. The chair also contested that he was long term after only serving 3 years so far.

Q2. 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, including this remuneration report item? Has their been a material proxy protest vote against any of today's resolutions and why not disclose the proxy votes to the ASX along with the formal addresses like others now do?

Answer: The chair said Ownership Matters and ACSI recommended against the rem report because Goodman doesn't include share-based payments in operating profit, but the performance rights would have vested anyway over the past few years. Watch video of exchange via Twitter.

Q3. Last year I asked the CEO to summarise his past LTI grants as to whether they have vested or lapsed, but the chairman didn't allow him to respond. This item relates to Greg's LTI so could Greg please summarise the situation. Please don't say look it up in the annual report. It's complicated over many years and the CEO could factually summarise the situation in 60 seconds. He's done a great job and has fabulous skin in the game, but it would be good to know the full back story.

Answer: not asked but moderator posted this message: "Hi Stephen, this is the same question as last year. We are happy to send you through a summary after the meeting. Please send us your email address." Poor form to dodge

Q4. Well done on avoiding a second strike, but there was still a double digit protest vote. Under the previous incentive scheme for staff, on average they could be issued almost 1% of the company each. With a market capitalisation of $43 billion, these are becoming increasingly big numbers. During the good times, total compensation for our staff can comprise as much as 60% of total pay. Therefore, why did our reporting of operating EPS continue to exclude the cost of share based payments to staff for many years.

Answer: The chair gave a lengthy defence of the Goodman rem system. Watch video of exchange via Twitter.

Q5. Stephen, the proxies show that you were the least popular director today, attracting 110 million against votes of stock worth $2.5 billion. Could you please explain who recommended against and what concerns were raised. Was it one of the proxy advisers and do you know which institutions voted against and why?

Answer: not asked.

Q6. Could new directors Belinda Robson and George Zoghbi, along with the chair, comment on the recruitment process that led to their appointment to the board. Was a head hunter involved, did the full board interview any other candidates and did the new directors know any of our directors before engaging with the recruitment process?

Answer: The chair said no headhunter was involved and they just recruited through their personal networks. Watch video of exchange via Twitter.

Q7. Goodman Group has around 55,000 retail shareholders but less than 2000 of them would have voted today because we all feel overwhelmed by the big institutional shareholders. To stimulate future voting participation, when disclosing the outcome of voting on all resolutions today, including this re-election of Mark Johnson, 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 is a disclosure initiative adopted by the likes of Metcash, Altium, Dexus, ASX and Myer . Even Qantas did it earlier this month. Will Goodman follow suit?

Answer: The chair said they would probably do this, but then they didn't. Watch video of exchange via Twitter.