6 questions lodged at 2025 Orthocell hybrid AGM

Q1. On October 17 we announced a $30m placement at $1.30, a 9.1% discount to the last close of $1.43. Canaccord was the sole underwriter pocketing an excessive 5% cash fee plus some options upside to be approved at today's AGM. The stock has since tumbled to $1.13 leaving placement participants 13% underwater. Even so, why did you fail to even offer your 8,653 retail shareholders an opportunity to participate on the same terms through a Share Purchase Plan?

Answer: The chair John van Der Wielen said they were very keen to attract support from offshore institutions to a retail heavy register and moved when the stock was at a peak. He also claimed the $30m placement was $23m over-subscribed which would suggest it was under-priced - at the time, at least. No defence of the Canaccord fee was offered because the question wrangler badly censored it. Watch video of exchange via Twitter.

Q2. There was a story in The AFR's Rear Window column today which suggested we've been getting out-sized positive coverage in The West Australian newspaper because various executives & editors of Seven West Media own shares in our company. Could chair John van Der Wielen offer a response. Does he know the circumstances through which the Seven West Media personnel came to be shareholders in the company and whether there is a connection between that all these glowing stories about our company?

Answer: The chair John van Der Wielen played it smart saying he didn't want to get dragged into a fight between two media companies which allowed him to avoid answering a serious question as to whether the company has been soliciting all this good media, something which may have sparked more retail shareholder buying and helped drive up the share price ahead of the $30m placement. Watch video of exchange via Twitter.

Q3. Thank you for offering a full hybrid AGM today with both online voting and questions so that your 8,653 shareholders don't have to travel to the world's most isolated major city to participate. Best practice is to disclose the proxies early to the ASX along with the formal addresses but you didn't do that. Were there any material proxy protest votes, including against this remuneration report item? If so, what were the issues and were they triggered by proxy adviser against recommendations?

Answer: The chair John van Der Wielen mentioned some concern about the size of the employee share plan in terms of 30 million to 20 million shares but apart from that there was no real explanation for the across the board rem protest votes that started with 21% against rem and flowed at around that level on all 7 rem-related items. Watch video of exchange via Twitter.
Q4. Well done attracting a director of the calibre of Michael McNulty to the board. Deloitte is indeed a powerhouse in Perth but I was wondering why we still have a small firm like PKF as external auditor? Now that our market cap is above $300m, as our newest audit committee member, does Michael agree that is is time we moved to having one of the big four global firms audit the company. Is the audit committee planning a competitive tender for the audit over the coming year?

Answer: This was asked on the accounts rather when dealing with Michael's election, the question wrangler shortened it and I missed the brief reply but it certainly wasn't comprehensive. One to check if the archive is published.

Q5. There have been 20%+ protest votes against the rem report and the employee share scheme. Did one of the proxy advisers recommend against these items or is is major shareholders taking matters into their own hands. Was there also a protest against the NED fee cap rise and what is the plan in terms of lifting cash fees for directors going forward?

Answer: The question wrangler Alex kept removing references to proxy advisers and someone responded that the director fees are laid out in the annual report, although that isn't necessarily detailing any planned increase now that the fee cap has been lifted. Watch video of exchange via Twitter.

Q6. Thank you for following the agenda and calling for questions on all items individually. This is best practice which others don't do offering a single opportunity for questions. The 20%+ protest votes have continued on all pay items. Do you know why some shareholders are lashing out like this. Are they annoyed the recent placement is under water?

Answer: The chair John van Der Wielen appreciated the process praise and simply said that they will take the protest votes seriously without really explaining why they happened. The question wrangler censored the underwater placement component. Watch video of exchange via Twitter.

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