Ann: Notice of General Meeting/Proxy Form - 249D notice, page-5

Thank you for your insights. I would like to provide further context, particularly based on the findings from the Takeovers Panel, which raise serious concerns about his conduct and approach towards minority shareholders. The Panel’s decision, detailed here: https://takeovers.gov.au/sites/takeovers.gov.au/files/2023-08/2023-ATP-07.pdf , highlights several troubling issues:
1. Failure to disclose associations: The Argyles and their associates did not properly disclose their relationships, leaving shareholders and the market uninformed about the true extent of control and interests in TMH.
2. Inadequate disclosure in entitlement offers: The 2022 and 2023 Entitlement Offer documents failed to provide sufficient details regarding the associations and control interests, impacting the transparency expected in such offers.
3. Covert influence: Gavin and David Argyle engaged in actions to maintain their family’s control of TMH, which went beyond the standards of good corporate governance.
4. Orchestrated share acquisitions: The Argyles coordinated efforts to acquire TMH shares, including purchasing shares from CIP employees shortly after they were placed, suggesting a deliberate strategy to consolidate control.
5. Manipulation of board composition: The Argyles took steps to remove the former managing director, Mr. Sanger, including drafting a section 249D notice and voting for his removal without appropriate transparency.
6. Undisclosed associations with board members: Mr. Pismiris had an undisclosed association with the Argyles regarding the composition of TMH’s board.
7. Breaches of substantial holder provisions: Multiple violations of section 671B concerning substantial shareholdings were found, indicating significant failures in meeting disclosure obligations.
8. Failure to report relevant interests: The aggregate relevant interests in TMH shares held by associated parties were not disclosed, depriving shareholders and the market of critical information.

These findings illustrate a pattern of behavior aimed at securing control over TMH while circumventing proper disclosure and regulatory standards. While it’s true that ASIC has not taken further action, this does not imply that the Argyles have been cleared of wrongdoing. Regulatory bodies may prioritise cases for various reasons, and lack of enforcement action should not be mistaken for an absence of misconduct.

Regarding the decline in share price, while broader market conditions play a role, the timing of the drop following the Argyles’ actions strongly suggests their decisions contributed significantly to shareholder value erosion. Scrutinizing the governance practices that have coincided with this decline is vital.

The choice to support or oppose Mr. Argyle’s nomination should be informed by these documented concerns, which raise critical questions about his commitment to sound corporate governance and the interests of all shareholders—not just his own.