6 questions asked at Atlas Arteria 2024 AGM

May 19, 2024

Here is the text of the 6 questions asked at the 2024 Atlas Arteria hybrid AGM held on May 16, along with a summary of the answers and some video grabs via Twitter. Biggest protest vote 4.95% against director fee rise. Watch webcast of 95 minute meeting.

1. 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? If so, what reasons did they give? 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? This would have been useful today, particularly given the second strike rem vote after last year's voting shenanigans by IFM when they voted against multiple resolutions from the floor of the meeting. If you had disclosed the proxies early, confused minority shareholders would have a better understanding of what IFM is up to? Please clarify whether IFM has voted by proxy and, if so, how they have voted? Are you aware of their voting intentions today and what does the chair think about the leverage that IFM is clearly ratcheting up against the board and management leading into the AGM.

Answer: Watch video of exchange via Twitter. Also, see these additional comments saying that IFM was backing all resolutions.

2. At last year's AGM, Ken claimed not to know much about IFM's corporate plays instead saying that he had been appointed for his tollroad expertise. The chair stated earlier in the meeting that Atlas Arteria is not currently looking at any M&A opportunities. Could Ken please comment on why he believes Atlas Arteria should not look at Eastlink and whether he is aware of IFM's approach to Eastlink. Is the chair or CEO aware of what IFM is doing with Eastlink and how do they manage the perceived conflict of interest of our largest shareholder potentially not wanting a competing local bidder for Eastlink, particularly with Transurban removed from the play by the ACCC.

Answer: Watch video of exchange via Twitter.

3. Could Ken Daley please comment on which industry funds are the main drivers behind IFM and clarify the situation if one of those industry funds has a separate shareholding in Atlas Arteria. How is this handled in terms of the legal classifications around associated shareholders? For instance, is Australian Super or CBUS free to buy additional shares in Atlas today, or would they be deemed to be associates of IFM, which is unable to creep beyond 27% for the next 6 months? If Ken can't clarify this situation, could we hear from the general counsel on where the line is drawn in terms of which industry funds are deemed legal associates of IFM.

Answer: Ken wasn't much help and the chair just said, go off and read this 15 page substantial shareholder notice, which doesn't explain much at all. Watch video of exchange via Twitter.

4. Could Ken please explain his relationship with Danny Elia, the IFM executive that they are putting up to join him on the board. Will he be the boss in terms of determining tactics? Is he the main man Ken reports to at IFM on our company. Also, what are Ken's pay arrangements with IFM and how do these intersect with any board fees payable to him for his service on the Atlas Arteria board?

Answer: Ken said all directors must act in the best interests of the company as a whole, blah, blah blah. Watch video of exchange via Twitter. Also, see Ken explain that he's paid by IFM's Global Infrastructure Fund.

5. IFM voted against Graeme's LTI grant at last year's AGM, plus used its swing vote to trigger a remuneration first strike. Could Graeme comment on whether his recently announced retirement was influenced by the hostility that our largest shareholder has showed towards his strategy and remuneration. Also, why keep putting these performance grants to the vote when Graeme has flagged his departure?

Answer: CEO ran the line about wanting to retire at 66 and chair explained that he has to serve 12 months and is entitled to full STI-LTI participation until he exits. Watch video of exchange via Twitter.

5. When disclosing the outcome of voting on all resolutions today, including the rem report, 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 last year. Why not follow suit and let the sun shine in?

Answer: Chair said they'd think about this for next year but she preferred to follow the approach of the majority of other listed companies and just leave the legally required shares voting data. Watch video of exchange via Twitter.