7 questions lodged at 2025 AV Jennings hybrid scheme/EGM meetings

Q1. Thank you for holding hybrid meetings today which maximise the ability for our circa 1600 shareholders to participate and for using the excellent Link online meeting and voting platform for the virtual component. Which is more expensive? Hiring a room at the swanky Sheraton Grand Sydney Hyde Park for the physical component or paying Link to deliver their full online service at today's meeting? Roughly how much would shareholders have saved if we had just gone for a physical meeting or if we had just gone for a virtual meeting?

Answer: The out-sourced question wrangler Andrew Keys edited down and reworked questions all day but at least we got a reasonable answer on this one that the physical and online components cost about the same and they added online this time because they have a number of shareholders in Singapore. Watch video of exchange via Twitter.

Q2. Thanks for disclosing the proxies early to the ASX along with the formal addresses 80 minutes before the start of today's meeting. It will clearly be comfortably approved. Does our constitution allow for fully online shareholder meetings and why did we hold a dinosaur physical AGM in Melbourne last year and then switch to holding a Sydney hybrid today when our head office is in Melbourne? Is it because we're using the NSW Supreme Court for the scheme? What is wrong with the Victorian Supreme Court for approving schemes?

Answer: The CEO Phil Kearns said they normally rotate the AGM around and question wrangler Andrew Keys ignored the bit about the Victorian Supreme Court in his jumbled reworking of the written question so that component was never answered. Watch video of exchange via Twitter.

Q3. Why didn't we hold the EGM before the scheme meeting so that the CEO could vote his fully vested performance shares in favour of today's takeover, or was that not legally impossible? Which law firm provided the legal advise on the question of sequencing the meetings and determining the size of the CEO's voting power at this meeting?

Answer: it was exciting to get an Allens partner answering this one, which was the least censored and best answered question of the day, succinctly explaining that the CEO couldn't have voted his accelerated $2.2m worth of performance rights even if the EGM was held first. Watch video of exchange via Twitter.

Q4. How many of our nearly 1600 shareholders voted by proxy and why wasn't this headcount metric disclosed early with the formal addresses along with the shares metric? What sort of proxy solicitation campaign did we run to maximise retail shareholder voting on this takeover? Why didn't more than 1200 of our shareholders vote today and are any independent shareholders even in the room at today's scheme meeting?

Answer: The question wrangler Andrew Keys broke this question on the retail shareholder voter turn out into two separate parts. The CEO said about 280 shareholders voted but he wouldn't be drawn on the poor turnout, although at least they got into double figures. There was a telephone proxy solicitation campaign which was organised by Allens. Watch video of exchange via Twitter.

Q5. Why wasn't more certainty provided on the fully franked special dividend? A range of zero to 16.7c seems odd. Can you cite other $300m+ takeover votes which lacked specificity on the post-vote special dividend to clear the franking account?

Answer: The question wrangler Andrew Keys once again broke this question on the retail shareholder voter turn out into two separate parts and the CEO asked for the first part to be asked twice. No helpful response was provided on the day although company secretary Carl Thompson sent through a detailed response on July 15. See below. Watch video of exchange via Twitter.

Two questions lodged at subsequent 15 minute EGM meeting

Q6. Why wasn't a separate ASX announcement made containing the notice of meeting for this EGM? It is a separate legal meeting and the notice should not have been bundled up with all the takeover material. Also, what commitments has the CEO made in terms of remaining CEO once this takeover completes? Does he have a legally binding contract negotiated which provides a wider context to this accelerated performance rights proposal?

Answer: When it came to the AV Jennings EGM today to approve a $2.2m fast track vesting bonus for CEO Phil Kearns, question wrangler Andrew Keys turned 2 questions into 3. The first answer was wrong as general counsel Carl Thompson said the notice of meeting was annexed to the scheme book, which we all knew, when the question was why wasn't there a separate ASX announcement for a separate meeting? The general counsel also blocked any discussion on whether the CEO has agreed terms with the buyer, when he should have been invited to comment. Watch video of exchange via Twitter.

Q7. Unlike with the overwhelmingly endorsed scheme vote, there was a 22.9m protest vote on the proxies with this resolution and thank you for disclosing that data to the ASX almost two hours ago. Did any of the proxy advisers issue a report and recommend against this resolution and, if so, what reasons did they cite? Do you know the identity of who voted against and why?

Answer: This question was reworked like most of the others and the only useful response was that no proxy advisers issued a report. Watch video of exchange via Twitter.

Subsequent written response to question 5 on undeclared dividends in takeover situations

Hi Stephen

Thank you for your participation at AVJennings Limited's Scheme Meeting on 11 July 2025.

We refer to your question asking for examples of other transactions where the special dividend was not declared prior to the Scheme Meeting, which we took on notice. We note below a non-exhaustive list of examples of some transactions with special dividends of this nature:

• Citadel Group Limited's acquisition by an SPV bid vehicle controlled by Pacific Equity Partners;
• TPG Telecom's merger with Vodafone Hutchison Australia;
• ERM Power's acquisition by Shell Energy Australia;
• Asaleo Care's acquisition by Essity Group (noting that the special dividend was not conditional on the scheme becoming effective); and
• Spicers Limited's inter-conditional capital return declared after the scheme meeting.

Kind regards
Carl Thompson.
Company Secretary

Copyright © 2025 The Mayne Report. All rights reserved

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