Notice to Remove Director - Corps Act, page-52

Question of Balance

There are over 35 members supporting a motion to have MT removed as the Managing Director.   The same shareholders own or control  over 400 million shares in APG - almost 25% of the shares on issue.

The whole point of the motion is to put the members' confidence in MT to the test.  Do we believe he is capable of rescuing the company despite so many missed or squandered opportunities and the disastrous Bergen financing deal which has stripped the shares of 90% of their market value.

No one is pressing the 'destroy' button.  We are simply sending a powerful message that a new management t team is required to restore confidence in the company from a shareholder, analyst and industry (potential partner) perspective.

The Chairman and Colin Iles (the 2 other directors) are not the focus of this shareholder 'revolt.  However, we do want fresh eyes on the board of directors to ensure the company acts in the sole interest of shareholders and with higher standards of governance and disclosure than we have seen over the past 5 years.

Viewed from this perspective, we have been quite generous.  We've giving the company an opportunity to tell us why MT should be retained and if they can't do this for entice of the need to find a replacement director(s).  Further, it is in every shareholder's interests for Cuthbertson and Iles to think hard about who a suitable replacement might be.  Every board should have a renewal plan and be looking to anticipate the need for replacing a Managing Director if they retire, leave the company through choice or are removed by shareholders.  This is simply normal commercial practice (risk management). 

Given the substantial accrued liabilities to employees (including to MT), the only realistic way they can receive their entitlements (in due course) is if the company is restored to health.  It is not in the self interest of existing management to extinguish these accrued entitlements by acting foolishly or precipitously (because we're called them to account).  I honestly believe all those employed by APG still want it to succeed.  

All we're trying to do is to steer the ship away from the rocks.  

It may surprise those who fear the worst that most shareholders supporting the motion to remove MT still have quiet confidence that the company can be rescued.  All we want is a greater focus on persuading shareholders, analysts and industry participants that the company is a credible player and can be trusted to deliver on its promises and ambitions.

In the short term, if the company cannot find a suitable replacement for MT (assuming the motion to remove him succeeds at a GM), then major shareholders and others who have supported the motion can look to their own ranks to fill any vacancy on an interim basis.

Clacko