Ann: Results of Meeting, page-35

I have to respond to the commentary from both happyTrader and others about the votes and the AGM on this thread as Pinto has already posted on the other thread - apologies.

Rather than have to tolerate yet more commentary labelling me as ill-informed I am pasting in below an excerpt from the AICD website that explains the two strike process.

• the vote is non-binding, so any necessary changes to meet legal or more standard obligations in respect of remuneration structures can still be put in place
• If there is a second strike at next year’s meeting - there is then a vote on whether there should be a board spill. That needs a minimum 50% vote to be passed
• Only then would a board spill happen.
• The remuneration resolutions are quite separate to the vote on resolution 1 and stand or fall on a simple majority. They were passed.
• I am pretty sure that the votes in the room on resolution 1 actually increased the no vote on resolution when they were counted by Computershare.

Remuneration Report – 'Two Strike' Rule
The Corporations Act 2001 was amended from 1 July 2011 to provide for the 'two strikes' rule in relation to the remuneration report. At the annual general meeting, the shareholders must vote approval or otherwise of the remuneration report. The first strike is when a company’s remuneration report receives a ‘no’ vote of 25 % or more. Where this occurs, the company’s subsequent remuneration report must explain whether shareholders’ concerns have been taken into account, and either how they have been taken into account or why they have not been taken into account.

The ‘second strike’ occurs where the company’s subsequent remuneration report receives a ‘no’ vote of 25 % or more. Where this occurs, shareholders will vote at the same annual general meeting to determine whether the directors will need to stand for re-election within 90 days. If this resolution passes with 50 % or more of eligible votes cast, then the ‘spill meeting’ will take place within 90 days. At the spill meeting, those individuals who were directors when the report was considered at the most recent annual general meeting will be required to stand for re-election (other than the managing director, who is permitted to continue to run the company).

A couple of other comments.

I was at the meeting but we had voted on line. There was no way that I was going to stand up and ask questions even though I had thought I might, despite having had a battering in GR's email replies to me. Both the content and the tone of his introductory speech were designed, in my view, to shut people down and I was not game, and not interested, in having to stand up in a meeting and do the unpicking of his responses to me, and others that they warranted. In my view they would have resulted in nasty chest beating public exposure. Not interested mate.

It is inevitable that different people will have different views of what happened and it is sort of sad to see the unfortunate aftermath of this. Happy I think the anger on this board is as much directed at Gavin because of his reaction and his introduction as it is over the remuneration outcome. It was unwarranted and unhelpful.

I also disagree that it this angst reflects a lack of confidence in the company and the business. I think it is unfortunate that Nick gets tarred as well as I absolutely believe that the business is where it is because of him. Sure Gavin had the contacts and nous to find the business and make it all possible at the start, but I have read and heard enough of the history to believe that there has been one critical ingredient in the success -and it isn’t Gavin. You may have a different view having met Gavin but then you haven't met Nick either.

So it is easy to suggest to people to sell up if they don't like things but I think that it is important for people to express their reaction - just as Gavin thought it was appropriate for him to express how he felt. That's the ebb and flow of life. They do for the most part like things - that's why they have stuck with the business, it’s why they have defended it against these infuriating trolls and why they have tried to share insights and information.

However I also think that we probably need some reassuring words or announcements somehow from the Board or NC that will help us recover our positivity. The trolls have had it too easy in the last few days.

Anyway I do look forward to a welcome distraction and rebuilding this terrific bunch of posters - we are in it together and I look forward to the big champagne party we will be having

Parsifal