6 questions lodged at 2026 Cuscal (CCL) hybrid AGM

Q1. Ernst & Young has been our external auditor since 2020. Did we consider running a tender as part of the audit partner rotation process? With the departure of Andrew Harmer, what was the process through which Andrew Gilder was appointed to replace him? Did EY put up multiple partner options who presented to the full board? Finally, could Andrew Harmer comment on how involved, if at all, Andrew Gilder was in the latest audit. Was it used as an opportunity to deliver a seamless handover?

Answer: The chair Elizabeth Proust explained that, like with Stockland yesterday, there was a effectively a beauty parade with EY partners competing with each other to get the job. Then the shadowing starts as part of the handover. Interesting. Watch video of exchange via Twitter.

Q2. Could new director Leila Fourie, along with the chair, comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview any other candidates and did Leila know any of our directors or KMP before engaging with the recruitment process?

Answer: The chair Elizabeth Proust outlined a good clean process to recruit Leila Fourie to the Cuscal board. A very impressive South African who gave a great stump speech. Felt a bit bad later hitting her with an SPP scale back question when she wasn't even on the board when that happened. (See Q6 below) Watch video of exchange via Twitter.
Q3. Thank you for disclosing the proxies early to the ASX along with the formal addresses. Well done for achieving strong voting support on all resolutions, including this remuneration report item. Given our growth in market capitalisation to $1.18 billion, which proxy advisers covered us this year and how comprehensive was our pre-AGM road show with proxy advisers and major institutional shareholders?

Answer: Too many chairs claim proxy adviser recommendations are confidential. Cuscal chair Liz Proust reckons the reports themselves are freely available. Neither is true. However, this was a good summary from Liz. No protest votes with everyone in favour and they met Ownership Matters. Watch video of exchange via Twitter.

Q4. Who was responsible for selectively briefing The AFR's Street Talk which at 10.47am on April 14 this year, reported that we were looking to raise $30m in a placement to fund a $27m NZ acquisition. The official announcement didn't land on the ASX announcements platform until 57 minutes later. Was this an authorised leak by the board or something the bankers just went off and did as part of their selling program? In future, please ensure the ASX is informed first, before a paywalled privately owned newspaper website.

Answer: Turns out CEO Craig Kennedy was most unhappy about the selective briefing of Street Talk and ran an investigation of sorts which didn't find out who was responsible. He said it wasn't the company or the bankers, but the article itself said: "Bank of America is sole lead manager on the $30 million institutional placement, sources close to the Wall Street giant said, asking to remain anonymous." Hmmm, wonder who it was then? Watch video of exchange via Twitter.

Q5. After announcing the $30m placement at $4, a 5% discount to the previous close of $4.21, why did you propose limiting the following SPP to just $3m? Even worse, when your 2,459 retail shareholders pitched up $51.4m in applications, you stuck with the cap and refunded $48m. Why did Mr Wright agree to this when expanded SPPs are common in these circumstances?

Answer: chair Liz Proust protected the director candidate from answering, which was fair enough. I didn't get these SPP questions in early enough during general business so had to pitch them at specific resolutions later on. Still, was happy to skewer them for refunding $48m of the $51m in SPP applications which came through the door. “But the directors got scaled back too” pleaded chair Liz Proust. This was a shocking call after taking $30m from the unknown insto clients of Bank of America. Watch video of exchange via Twitter.

Q6. Could Leila comment on her history when it comes to fair treatment of retail shareholders in capital raisings, particularly given her J'burg Stock Exchange experience. Whilst she wasn't on the Cuscal board at the time, does she agree that allocating 2,500 retail shareholders just 9% of a $33m raising (ie $3m SPP vs $30m placement) wasn't fair. Aren't we owed another SPP?

Answer: Cuscal chair Liz Proust intervened to prevent this question being read out and then we got a speech from the CEO about not wishing to over-raise. C'mon, mate! This question was primarily about the split between instos and retail, not the overall amount. And with a market cap of $1.18b today, no one would have been hurt to expand the SPP to $10m and join all these other companies which have done that in the same circumstances. You made a bad call and owe your retail shareholders a standalone SPP. Watch video of censored exchange via Twitter.

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