7 questions lodged at 2025 Thorney Opportunities virtual AGM

Q1. I'm puzzled by the balance sheet which shows issued capital of $89 million, reserves of $224 million, accumulated losses of $155.7 million and total equity of $158 million, which is $41 million or 35% more than the current market capitalisation of $117 million. Could external audit signing partner Emma Reekie from Ernst & Young please detail the process her team went through to be satisfied the $224 million in reserves was an accurate representation and also comment on why the excessively generous management agreement with the chair isn't recognised in the accounts as a significant liability, similar to the way that lease liabilities are often recognised? Also, what valuation methods did she use to become satisfied that $23.8m was an appropriate valuation for our largest single exposure in 20 Cashews Pty Ltd?

Answer: Emma Reekie initially read what sounded like a script going through the normal accounting auditing standards response and then pointing to the key audit matters but it got better and more comprehensive. Watch video of exchange via Twitter, plus the good detail at the backend of her response.

Q2. There has been a lot of media this year about chair Alex Waislitz's multiple legal disputes with the Pratt family and the sister of his new partner. The dispute with the Pratt family reportedly settled in September with Alex agreeing to pay $325 million to buy them out of Thorney in two installments. Does that settlement have any impact on our company, Thorney Opportunities? The settlement will presumably require the liquidation of some investments. Will TOP be given an opportunity to buy any of these investments that will be sold and could Alex just generally provide an update to the nearly 1500 minority shareholders who have been reading the press and wondering if we are impacted in any way? The litigation accused our chair of misappropriating funds. Whilst I don't believe that and acknowledge wild claims can be made in litigation, did any of those allegations relate to funds controlled by or investments in ASX-listed Thorney Opportunities? Is Alex relieved the main case has settled and does he now unambiguously own 100% of our external manager, Thorney?

Answer: The company secretary Craig Smith did very well to get through all this awkward detail about his billionaire boss. Alex Waislitz hinted that the $325m figure may not be correct and stressed that Thorney Opportunities would not be impacted by the settlement and he was relieved it was over. Watch video of exchange via Twitter.

Q3. As the managing partner of one of Melbourne's best law firms, Arnold Bloch Leibler, why does Henry Lanzer choose to serve on this public company board? Can he name any other managing partners of major law firms who sit a on a public company board and doesn't it inevitably create conflicts of interest? ABL is listed in the annual report as our official solicitor yet we only paid them $1215 in 2024-25 and thank you for disclosing this tiny related party transaction. Is Henry effectively getting ABL to provide pro bono legal fees in lieu of his annual $55,750 director fee or did we really get through the whole year only incurring $1215 in legal expenses from our official law firm? And why are the board fees paid to the firm, rather than Henry individually? Does this mean he would be covered by ABL insurance policies if he was ever personally sued over an issue at Thorney Opportunities?

Answer: The company secretary Craig Smith did very well to get through all of that, and Alex Waislitz declared "that's a huge number of questions" before inviting Henry to answer as he felt appropriate (they weren't in the same room). Henry delivered a good response explaining he has no involvement with any Thorney advice, the work has been small this year, he doesn't feel it is a conflict and all of his outside gigs on board have the fees paid to the firm. Watch video of exchange via Twitter, plus these additional comments. Alex Waislitz then piped up at the end with some predictably positive but insightful comments about Henry.

Q4. Our market cap is only $117m and we are currently trading at a hefty 26% discount to NTA of $158 million, mainly because of the excessive management fees paid to the chair Alex Waislitz each year. Sure, the overall fees paid to Thorney dropped from $11.367 million in 2023-24 to $4.77 million in 2024-25 but could lead independent director Gary Weiss explain why he hasn't negotiated the fees down to try and create more value for the independent shareholders that he represents and reduce the chronic discount to NTA?

Answer: this was merged in with some other online questions and Alex Waislitz observed that the fees had been adjusted down a couple of years earlier with a "high water mark" mechanism.

Gary Weiss re-election

Q5. Re-election candidate Gary Weiss has faced a range of protest votes in recent years due to overboarding concerns including 18% against at the 2023 Myer AGM where he serves as lead independent director, 13.5% against when he last sought re-election at Solomon Lew's Premier Investments and 27% against his re-election as chair at last week's Cromwell AGM in Brisbane. How old is Gary, why isn't he managing down his workload given these shareholder concerns, what percentage of his time does he put into TOP and is he intending to serve a full 3 year term?

Answer: It was embarrassing for chair Alex Waislitz that Gary Weiss failed to turn for today's re-election vote, confirming he is Australia's most overboarded directors. But Alex still pumped up his tyres despite the no show. Watch video of exchange via Twitter.

Q6. The notice of meeting accurately describes Gary Weiss's incredibly busy schedule serving on 6 public company boards and the ARL, implying that none of these positions are executive roles. However, why does the Notice of meeting and annual report only say that Dr Weiss is a mere director of Ariadne, a listed Brisbane-based investment company capitalised at $100 million, when in fact Mr Weiss is the controlling 33% shareholder and the CEO, who was paid $747,184 to run the company in 2024-25, presumably on a full time basis. I'm one of the Ariadne shareholders who pays Gary that generous CEO salary and am concerned that he doesn't have the time to run the company whilst serving on 6 other boards as a non-executive director. Will you undertake to more accurately represent Dr Weiss's Ariadne role in next year's annual report?

Answer: not asked because the billionaire chair shut down company secretary Craig Smith when he started reading the second of these 3 questions on Gary Weiss, even though they were on different and important issues. Listen to what happened via Twitter.

Q7. Dr Gary Weiss AM is described as our "lead independent director" when in fact he is our only independent director. He doesn't lead a group, it is a solo endeavour. However, how independent is Dr Weiss of our chair Alex Waislitz and the broader Thorney group? Could both gentlemen detail the history of their relationship, including how the chairman's private Thorney Group came to be the second largest shareholder with 11.1% in ASX-listed Ariadne, a long standing public company in which Dr Weiss is the largest shareholder with 33% and was paid $747,184 to run the company in 2024-25. Given that Dr Weiss and Mr Waislitz effectively jointly control 44% of Ariadne in a relationship dating back more than a decade, doesn't that mean they are associated and Dr Weiss shouldn't be classified an independent director of this company? As the resident lawyer on the board, and an expert in these matters, could Henry Lanzer comment on why he is classified non-independent over tiny legal fees but Dr Weiss is somehow independent?

Answer: not asked because the billionaire chair shut down company secretary Craig Smith when he started reading the second of these 3 questions. Listen to what happened via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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