Ann: EGM (Spill Meeting) & Closing Date for Director Nominations, page-11

SPILL MEETING! (I asked ChatGPT

A spill meeting in the context of ASX-listed companies refers to a special shareholders' meeting that may be triggered under Australia’s Corporations Act 2001, specifically the two-strikes rule regarding remuneration reports.

The Two-Strikes Rule

The two-strikes rule is a mechanism designed to hold directors accountable for executive remuneration practices:

1. 1. First Strike: If 25% or more of shareholders vote against the company's remuneration report at the annual general meeting (AGM), the company receives its first "strike."
   2. Second Strike: If the remuneration report receives 25% or more "no" votes again in the following year, the company incurs a second "strike." At this point, shareholders must vote on whether to hold a spill meeting.

What Happens at a Spill Meeting?

If the vote to hold a spill meeting passes (requires more than 50% approval):

• All Directors (Other than the Managing Director): Must stand for re-election.
• Timing: The spill meeting must be held within 90 days of the resolution being passed.
• Re-Election: Shareholders can vote to retain or replace the directors.

Purpose of a Spill Meeting

The spill meeting is intended to provide shareholders with an opportunity to express their dissatisfaction with the board's performance, particularly regarding executive pay, and to push for changes in governance if necessary.

Implications

• Spill meetings can destabilize a company by creating uncertainty.
• They are usually seen as a last resort by shareholders to demand better alignment between executive compensation and company performance.

Top of Form

To DT;

a) Since this spill meeting refers to the rejection of the Remuneration Report, is this the same as seeking to remove a specific Director? My reading implies its all directors other than the MD must stand for election!

b) And in any case, I see that the vote against the Remuneration Report resolution was 92% AGAINST! Seeing as you are a significant holder, is it far fetched to assume you also voted this resolution down, which would imply you made it necessary to hold this meeting (which by law, must proceed)?