6 questions lodged at 2023 Wagners AGM

November 28, 2023

Below is the text of the 6 written questions lodged at the 2023 Wagners hybrid AGM held on November 28.

Q1. Do any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - follow Wagners? If so, did any of them recommend a vote against any of today's resolutions and, if so, what reasons did they give. Please comment on any material protest votes lodged today. Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Will you adopt this practice at next year's AGM?


Q2. Given the interesting discussions across a range of topics today, including this LTI plan resolution, 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.


Q3. Well done to John and the family for taking on and beating Alan Jones on those ridiculous broadcasts a few years back. Could John comment on why there are only 2 Wagners on the board and whether we are likley to see any of the next generation appointed to the board in future years.


Q4. a 4 person board seems too small for a complex multi-faceted business like Wagners. Could Ross comment on whether he would support the appointment of 1 or 2 more independent non-executive directors to broaden the skill-base on the board. Could one of the Wagners also comment on why the board is so small and whether any other members of their family would be interested in joining the board if the decision was made to expand the board. Would they be open to moving to a majority of independent directors?

Answer: the candidate Ross Walker said he was keen for more independent directors but Dennis Wagner said it should be influenced by size of shareholding, which is not a good sign for independent representation. Watch video of exchange via Twitter.

Q5. Could the CEO summarise his past LTI experience 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.