6 questions asked at 2023 AGL AGM

November 26, 2023

Below is the text of the 6 written questions lodged at the 2023 AGL hybrid AGM held on November 21, along with a summary of the answers and some video grabs. The proxy disclosure was withheld and the only protest vote was against renewing the proportional takeover provision in the constitution. The Australian's AGM coverage quoted from a Cannon-Brookes letter complaining climate action was too slow. See webcast archive.

Q1. Could the CEO please comment on the current situation with our biggest competitor, Origin Energy, which is about to be taken over by a Brookfield led syndicate. After Brookfield bought Ausnet and then tried to buy AGL, aren't there competition concerns with one foreign entity having such a large market share in the Australian energy sector? Did we raise any concerns with competition regulators about this proposed takeover and do we hope that Australian Super votes the deal down on Thursday?

Answer: CEO Damien Nicks said they made a submission - watch video of exchange via Twitter.

Q2. You are imposing a 2000 character limit for online written questions. Please impose a 2 minute limit for speakers in the room, otherwise this is going to drag on for more than 3 hours. Also, will you publish a full archive of the AGM webcast for shareholders who are unable to watch it live?

Answer: not asked.

Q3. Having served on the board since July 2020, could Mark Bloom please comment on the influence activist investor Mike Cannon-Brookes has in the boardroom, particularly after the 4 candidates he backed were all elected at last year's AGM. In Mark's view, are all the directors acting independently and when Mike Cannon-Brookes recently publicly criticised the pace of our energy transition, what impact did that have in the boardroom?

Answer: chair Patricia McKenzie shielded board candidates from answering questions and only dealt this one in a perfunctory manner - watch video of exchange via Twitter.

Q4. 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 Miles George, one of our newest directors, comment on whether our company will follow this TWE lead and move to annual elections of directors at the 2024 AGM? Such a move would improve board accountability to shareholders and also avoid the situation where the 4 so-called Atlassian-backed directors, are all on the same 3 year election cycle.

Answer: the chair said this has not been considered and won't be considered. She trotted out the "continuity" argument. Watch video of exchange via Twitter.

Q5. Could new director Mark Twidell and the chair comment on the recruitment process that led to his appointment to the board after last year's AGM. Was a head hunter involved, did the full board interview Mark and did they interview any other candidates? Mark has excellent credentials in the renewables sector. Did he know any of our directors before engaging with the recruitment process and has he had any past dealings with Mike Cannon-Brookes?

Answer: the chair took this one as well - watch video of exchange via Twitter. I stuffed this one up not realising Mark Twidell was one of the Cannon-Brookes 4.

Q6. When disclosing the outcome of voting on all resolutions today, including this LTI grant, 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 and Qantas both did it for the first time this season. AGL is almost 50% owned by more than 130,000 retail shareholders but less than 5000 of them bother to vote each year, giving out-sized voting power to shareholders like Mike Cannon-Brookes. Please disclose the turnout so we can better understand the problem of retail voting apathy in Australia.

Answer: chair Patricia McKenzie said no because they follow the law and do nothing else. She did clarify that retail shareholders now collectively own around 40% of the business. Watch video of exchange via Twitter.