Ann: Chairman's Address and Presentation to AGM, page-76

Au contraire, dolcevita,

concerning your third point. In the hands of an unscrupulous chairperson with a room of naive or compliant shareholders, a resolution can be passed on a show of hands whose voting result conflicts with that of the previously recorded proxy votes. The Anteo constitution in Section 17.4 Method of Voting states "every resolution . . . in the first instance, will be determined by a show of hands unless a poll is demanded in accordance with Clause 17.5 or the Act either before or on the declaration of the result of the vote on a show of hands."

Section 17.5 states (my paraphrasing) that a poll can be demanded by the chairperson, or at least five members (or representatives) present, or one or more shareholders holding at least 5% of the registers shares. I would argue that by virtue of requesting and recording shareholder voting beforehand, the chairperson had effectively demanded a poll.

Now the chairperson actually has wide powers at a general meeting (see Section 16.7). The chairperson's declaration of the result of a vote and its entry into the minutes "is conclusive evidence of the fact without proof of the number or proportion of votes recorded . . " (the bolding is mine). So an unscrupulous chairperson could pull the wool over shareholder eyes, and have a show of hands result that was contradicted by the recorded shareholder votes.

As one would expect, this was not the case for the 2017 Anteo AGM. For interest, here are the notes I took as John Hurrel read out the numbers after remaining proxies had been collected and recorded ( I noted the numbers only in millions, and while the layout is fine as I type it here, I see that the HC editor software ignores tab spacing - sorry about that):

Results (in millions): For Against Abstain Open (i.e. proxy holder to assign)
Remuneration: 169 87 57 (assigned by John in favour)
Alan Studley 171 329 3 10 (assigned by John in favour)
Geoff Cumming 442 46 6
Staff shares 369 80 7
Matt Sanderson 407 47 18

My view about the process is that the whole business of a show of hands dates back to the days of quill pen and ink, of smoke-filled coffee houses and horse and cart. It is farcical to call for a show of hands when quite obviously polling has taken place. All that remains is to collect at the meeting any outstanding open proxy votes that have not been recorded. All directed proxy votes should already have been counted.

The current practice is not only clumsy and potentially contradictory, it is open to abuse.