6 questions lodged at 2025 Thorney Technologies virtual AGM
November 22, 2025
Below is the text of the 6 written questions submitted at the 40 minute Thorney Technologies (TEK) 10.30am virtual AGM held via the Computershare platform on November 17, 2025. Market cap $49m after another poor year. See notice of meeting and voting results with only protest 10.25% against rem report. Company secretary Craig Smith was a little tougher when it came to censoring the questions than what we saw at the Thorney Opportunities (TOP) AGM an hour earlier.
Q1. Our market cap is only $45m and we are currently trading at a hefty discount to NTA, mainly because of the excessive management fees paid to the chair Alex Waislitz each year. Sure, the overall fees paid to Thorney dropped marginally to $1.57 million in 2024-25 but between TOP and TEK they are now approaching $100 million since 2013. Could whoever claims to be an independent director of TEK comment on why these fees haven't been negotiated down and when the current management agreement is next likely to be renegotiated? Does the chair agree that a reduction in fees would help reduce the discount to NTA that his 1300 minority shareholders have endured for many years now?
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
Q2. The Rubino Group appears as the second largest shareholder in both this company and Thorney Opportunities. Who controls Rubino Group, what is their history with our billionaire chair Alex Waislitz and have they ever sought board representation? If they asked for a board seat, what would we say and what is their history in terms of support for what many regard as overly generous fees for what has been long term under-performance?
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
Q3. Further to the chair's comments at the earlier TOP AGM, and I appreciate Craig Smith's diligence in reading out most of my detailed questions in full along with the chair's responses, could Alex Waislitz confirm that after the recent settlement of family litigation, he will unambiguously owns 100% of TEK's management company. Or, has he taken in minority shareholders? Also, have any of the 114.7 million shares which Thorney Holdings Pty Ltd owns in TEK been pledged to any financier as part of the settlement. And are we likely to see the chair continue buying TEK shares as has occurred recently? If so, that would be a good thing.
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
Q4. As a highly regarded senior corporate partner at one of Melbourne's best law firms, Arnold Bloch Leibler, why does Jeremy Leibler choose to serve on this very small underperforming public company board? Doesn't it inevitably create conflicts of interest, including during the recent legal dispute between our chair and the Pratt family, a long term client of ABL? ABL is listed in the annual report as our official solicitor yet we only paid them $2633 in 2024-25 and thank you for disclosing this tiny related party transaction in the annual report. Finally, why are Jeremy's board fees paid to ABL rather than him personally. He is the director, not the law firm? Apart from Henry Lanzer at TOP, can he cite any other example of lawyers sitting on public company boards where the board fees go to the firm, not the individual?
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
Q5. Since we floated in 2016, only 6 men have been involved in the governance of the company. Craig Smith has been the company secretary for 9 years and the only change to the all male board has been the addition of Tim Birch in 2021. It is a similar situation at Thorney Opportunities, but over a longer period of time. Why have both TOP and TEK never had a female director and will TEK appoint our first ever female director before next year's AGM? If you don't, I may arrange for a female candidate to stand for the board at next year's AGM to give the nearly 1300 shareholders there first ever opportunity to vote for a female candidate to join this board. C'mon, it's 2025, please get with the program!
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
Q6. Are we sure the group's approach to the classification of independent directors is robust. This question wasn't asked at the TOP AGM but is still relevant. Dr Gary Weiss AM is described as TOP's "lead independent director" when in fact he is the only independent director. He doesn't lead a group, it is a solo endeavour. Why don't we have a lead independent director? Also, just how independent is Dr Weiss of our chair Alex Waislitz and the broader Thorney group? Could the chair 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 Jeremy Leibler comment on why he is classified non-independent over tiny legal fees at TEK, but Dr Weiss is somehow independent at TOP?
Answer: The chair Alex Waislitz ... Watch video of exchange via Twitter.
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