MTC Shareholder Activists

Hi fellow shareholders!

I've recently created a survey and the support has been overwhelming. We've managed to accumulate 5.2M out of roughly 5.8M required shares from approx. 22 shareholders to be able to call a meeting under Section 249D of the Corporations Act. The directors have to hold the meeting and conclude it within 21 days of our notice (this means they can't just advise receipt of meeting, they will have to action it and conclude it by the 21 day period). Our notice does require each shareholder to sign which will be done digitally. This gives us a fair bit of leverage in what we can do, and at this point we will be activist shareholders who no longer sit by passively and remind the directors that their obligation are to us, the shareholders, and not management themselves. We are still short an odd 600k shares short so please fill out the survey if you haven't already.

You can find it here: https://docs.google.com/forms/d/e/1FAIpQLSdngyhZhlehIIj6bhb9TNkDL3B_baTK_6FzcpTAoz-QNqkgTQ/viewform?usp=sf_link

With the AGM coming up at the end of the month there's a few ways we can used our combine strength and given that we have all been through a fair bit with MTC I would like our decision to be made collectively so we can move forward in a way that represents the majority.

From my understanding and brief discussions over the last few days with those in financial law - there are a few ways we could go about this.

1) We open dialogue with MTC management and allow them to explain.
As we may not know all the facts, this will allow them to address our concerns amicably and allows the management them and us to work together. They will take us more seriously knowing we have strength in numbers. If not we can have discussions and garner support from other larger holders to persuade management to take a different approach. If that fails that means option 2.

- My thoughts: We may be stronger once this hits the public as our reach is only as far as HotCopper, which has already given us ~5% of shares in the company, so who knows who else may agree with us outside this platform. It will be in MTCs or Russel and Ginos best interest to keep this debacle contained as much as possible, not only for MTC but for their own reputation as well. This wouldn't be the best timing for them with their upcoming IPOs and heading into a proxy war isn't beneficial for them or us neither.

2) We go in guns blazing.

If we feel that MTC management (Russel or Gino) will not work with us, which is very likely given their attitudes towards shareholders thus far, we can do what we intended to do and call the meeting propose resolutions and change the board.
- My thoughts: Going this way we are headed straight for a proxy battle. I noticed a question asking if we could remove and propose resolutions to add to the board. This is possible although despite us being able to call it and propose resolutions; we will still need other holders - particularly large ones to vote on and pass the resolutions. This means getting support of BCC, and others on the shareholder registry. We will have to obtain this from MTC and they will have to provide this legally. We will have to source talent for who we will propose for the board (most likely proposed by larger holders or 'cornerstone investors') and whether or not we want to remove Gino and Russel. It will be very energy intensive and there is a possibility we could fail, Russel and Gino will resist for sure as who would give up what is a few hundred thousand in "passive income" annual, as they barely do any work. They may announce a CR as a result or try and dilute our holdings - although if this is the case it will be clear as day that they are unsuitable and unwilling to take on criticisms to grow and change and don't give a damn about us smaller holders. It will be us who are against management vs them, and they will probably come out with a lot of info to sway votes in their favor. Despite the hurdles we could just as easily succeed as well given that we have rallied a large amount of support and that is limited to hotcopper only. If announcements are made through the ASX there is a very good chance that other shareholders will be in agreement with us and it won't bode well publicity wise for our beloved directors.

No matter which option we take - we will have to collectively work together to generate a list of shortcomings, and suggest on what could be improved. Despite this being clear as day we will have to generate a plan for management to consider if we want to work with them or have resolutions to propose. I've received a lot of outstanding comments on the survey although please post them up here too. In the case of option 2 we will need to bring this info up with large 'cornerstone' investors who will either agree with us or side with the existing BOD.

Given that this is now sort of public and has a greater chance of moving forward, no doubt Russel and Gino are aware of this so I'm hoping within the coming days before the AGM they will change their attitude, and if not then there's probably a good chance they're going to try defend against this by either trying to "show" that they've done a lot of work and we were wrong (and it won't be a coincidence that it was timed right after this) or by employing other tactics, so we do have to act quick. 

I will act for the majority of us, so please let me know your thoughts and if you have any other ideas or thoughts please share them. I will add to this thread as more info becomes available to me or if we learn of other potential options.

We are much stronger collectively and it's amazing to see what we can achieve no matter how big or small your holdings are.

Cliffs:
- We obtained 5.2/5.8M thanks to all who provided their info, we still need more - fill in form here: https://docs.google.com/forms/d/e/1FAIpQLSdngyhZhlehIIj6bhb9TNkDL3B_baTK_6FzcpTAoz-QNqkgTQ/viewform?usp=sf_link
- Two options so far; open dialogue with them or initiate a proxy war and shake up management
- If shaking up management we will need support of other large holders, so will need to contact them

- No matter the option we need to propose resolutions and a plan, what do you want to see changed?

- Thanks to all, and share your opinion, everything is valid and helpful

Further consultation and info may be shared via email only if info sensitive.