5 questions lodged at 2024 Bell Financial Group AGM

April 20, 2024

Here is the text of the 5 questions lodged at the 2024 Bell Financial Group virtual AGM held on April 19, plus a summary of the answers provided along with videos via Twitter. The meeting lasted 28 minute meeting. There was no early disclosure of the proxies in these formal addresses and the 3 board directors up for election weren't invited to speak. No material protest votes.

Q1. Since 2019 there have been more than 50 takeovers announced or completed of companies capitalised at more than $250 million and very few major new floats. ASX data shows the number of listed equities have fallen for 14 months in a row. Why is the ASX thinning out like this and is this a problem for our business?

Answer: Chair Brian Watson AO talked about being involved in takeovers as far as back as 1980 and confidently asserted that it will come back. Listen to exchange via Twitter.

Q2. PAITREOs are the fairest way for listed companies to raise money because non-participating retail shareholders are compensated if they don't participate. Why have we never done a PAITREO and please give examples of recent capital raisings where Bell has gone out of its way to look after retail shareholders as opposed to the bid end of town.

Answer: The chair Brian Watson read a scripted response highlighting that companies make their own decisions when raising capital. He focused on Bell's own raisings history which only ever included one pro-rata offer. Listen to exchange via Twitter.

Q3. Thank you to Alastair Provan for his many years of service in an executive role. It is always helpful for investors to have access to some exit perspectives from long term leaders. Could Alastair please comment on what he regards as the best decisions Bell made during his leadership and does he have any regrets?

Answer: not asked.

Q4. Joint CEOs are an unusual feature in Australia. MA Financial Group has it but can we cite any other examples. Who prevails when the joint CEOs disagree. Is there a deadlock breaking resolution in the arrangement? Does it just go to the chair or full board?

Answer: not asked but chair Brian Wilson later went to the trouble of emailing through the following response:

In my observation, co-CEOs are normally appointed in two circumstances:

- When the company cannot decide between two candidates and appoints both, expecting them to fight it out for supremacy in short order; and

- When the co-CEOs have complementary skills and backgrounds and can act jointly over the long term.

BFG had a long history of the second category with Colin Bell and Alistair Provan, and I have no doubt that Arnie and Dean will replicate the success of that arrangement given their diverse backgrounds. I believe that together they can contribute in a way that no single CEO could.

As to circumstances in which they are unable to agree on something: If a matter was so difficult and finely balanced, I would expect even a sole CEO would consult widely, including with the board and chairman, before making a final decision. While there is no formal “deadlock” mechanism in place, I would expect nothing less from Dean and Arnie.

Q5. Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the webcast on the company's website? Also, will you have a physical component to next year's aGM?

Answer: Good to get a commitment for the full archive to go up. Listen to exchange via Twitter. Also, listen to how the hybrid request was deal with. Sounds like it will be a virtual AGM again next year.