6 questions lodged at 2023 Karoon Energy AGM
November 24, 2023
Below is the text of the 6 written questions lodged at the 2023 Karoon Energy hybrid AGM held on November 23. No sign of a webcast archive here.
Q1. Whose idea was it to cap the ability of your 10,000 retail shareholders to apply for additional shares in the current share offer at just 55% of entitlement? Shouldn't retail shareholders be given an unlimited ability to take up the lapsed shares of their colleagues, rather than shortfall stock going to the overpaid under-writers at Macquarie who are being paid an excessive 2.75% fee or some $13.2 million for their work.
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Q2. As the most experienced Karoon director when it comes to capital raisings, could Peter Botten explain why Karoon did not do a PAITREO capital raising that treats all shareholders equally and compensates non-participants, rather than a placement and non-renounceable which dilutes retail shareholders as a class and penalises non-participants.
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Q3. Institutional placements have inherent governance challenges because there is no disclosure as to who gets the stock and existing shareholders often get diluted. Could Luciana please comment as to how much visibility and involvement the independent directors had when it came to who our under-writer Macquarie allocated the $170 million worth of new placed shares to. Also, why was the placement such a large proportion of the overall $480 million raising and did the board seriously consider any alternative structures, such as a PAITREO?
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Q4. Given the interesting discussions across a range of topics today, including on this CEO incentive grant, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003. At the moment, there is no record of last year's AGM debate on the Karoon website. Could this also be rectified? It shouldn't be up to your 10,000 shareholders to listen live to find our what was said during the AGM debate.
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Q5. Did any of proxy advisers recommend a vote against any of today's resolutions, including the remuneration report? If so, what reasons did they give and have there been any material protest votes? Also, next year will you follow the lead of many other companies and disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market?
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Q6. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.
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