Computershare Standard Business Rules for General Meetings

Transcription

1 Computershare Standard Business Rules for General Meetings

2 PART 1 - ITEMS FOR YOUR INFORMATION Proxy/Direct Voting close off and receipt other than to our offices Proxy/Direct Voting forms received from Corporations Multiple holdings in the one name Proxy forms appointing a Body Corporate Proxy other than the Chairman of the Meeting nominated Proxy appointments nominating the Chairman of the Meeting, the Chairman, the Chairman of the Company Treatment of proxy votes on remuneration related resolutions Effect of member s presence on proxy s authority and direct votes Minors Attorneys Electronic lodgement of Proxy nominations/direct Votes Appointment of proxy through InvestorVote Meetings where Direct Voting is applicable Proxy Over-Votes Time of receipt of Proxy/Direct Voting forms where the meeting is adjourned Corporate Representatives Voting by proxyholders Notification to ASX by listed companies of proxy/direct votes Retention of Proxy/Direct Voting Forms and Voting Papers APPENDIX - GENERAL MEETINGS: ITEMS FOR CONSIDERATION Proxy/Direct Voting Forms Received From Joint Holders Return of Invalid Proxy/Direct Voting Forms Later mailings of Notice of Meeting to new members Meetings where a voting exclusion statement applies COMMERCIAL IN CONFIDENCE 2

3 PART 1 - ITEMS FOR YOUR INFORMATION Introduction These Business Rules ( Rules ) have been prepared to assist our clients and Computershare to best prepare for your company s meeting and to ensure that we understand your requirements in relation to your constitution and any other regulatory requirements applicable to your meeting. These Rules have been designed to assist discussion and to agree procedures; however, they do not form legal advice. Many of the topics covered are typically dealt with in a company s constitution which, of course, may vary from company to company. It is for this reason we request that you ensure that you refer to your constitution, legislative requirements and regulatory requirements when providing us with all necessary instruction/information to ensure we can address your requirements. 1. Proxy/Direct Voting close off and receipt other than to our offices Section 250B(1) of the Corporations Act 2001 (Cth) (the Act ) provides that proxy/direct voting forms must be received at least 48 hours prior to the meeting. We have relevant procedures in place to ensure all proxy/direct voting forms received prior to the closing time are processed. Normally, in the notice of meeting sent to members, the fax number specified for receipt of proxy/direct voting forms will be one which allows the proxy/direct voting forms to be transmitted directly to our office. However, please note that, even if our fax number is specified on the form for receipt of proxy/direct voting forms, the generally accepted view is that members can also legally send proxy/direct voting forms to any fax number at your registered office - as permitted by section 250B(3)(a) of the Act. Please ensure that mail deliveries and relevant facsimile machines in your registered office are checked regularly and that any valid proxy appointment documents and direct voting forms (received by you prior to the appointed close) are forwarded to us no later than 2 hours after the proxy close. Please note we cannot and do not process any proxy/direct voting forms received after the proxy close time, unless required by law because the meeting is adjourned Relevant Legislation Section 250B(1) of the Corporations Act 2001 ( the Act ) states: For an appointment of a proxy for a meeting of a company s members to be effective, the following documents must be received by the company at least 48 hours before the meeting: (a) (b) the proxy s appointment; if the appointment is signed, or otherwise authenticated in a manner prescribed by regulations made for the purposes of subsection 250A(1), by the appointer s attorney the authority under which the appointment was signed or authenticated or a certified copy of the authority. Section 250B (3) of the Act states: A company receives a document referred to in subsection (1): (a) when the document is received at any of the following: (i) (ii) the company s registered office; a fax number at the company s registered office; COMMERCIAL IN CONFIDENCE 3

4 (iii) a place, fax number or electronic address specified for the purpose in the notice of meeting; and (b) if the notice of meeting specifies other electronic means by which a member may give the document when the document given by those means is received by the company as prescribed by the regulations. Additional Items for Listed Companies Only 1. Section 250BA states: In a notice of meeting for a meeting of the members of a company, the company: (a) must specify a place and a fax number for the purposes of receipt of proxy appointments and proxy appointment authorities; and (b) may specify: (i) an electronic address for the purposes of receipt of proxy appointments and proxy appointment authorities; and (ii) other electronic means by which a member may give the company a proxy appointment or proxy appointment authority. 250BA(2) [Application] This section only applies to a company that is listed. 250BA(3) [Paramountcy] This section applies despite anything in the company s constitution. For the purposes of the above sections, listed means a company included in the official list of a prescribed financial market operated in this jurisdiction. Under Corporations Regulation , ASX is a prescribed financial market. Chapter 14 Meetings of the ASX Listing Rules will also apply to listed companies. 2. Proxy/Direct Voting forms received from Corporations This item relates to signing requirements for valid a proxy/direct voting form lodged on behalf of a corporation. The Act is permissive in the area of signatures on proxy/direct voting forms. Where the constitution of your company permits, you may impose rules that vary from our procedures below. S We will only accept proxy/direct voting forms that are signed in strict accordance with the Act. We will request persons who claim to be a sole director of a company with no company secretary to sign in the appropriate place on the form to warrant that they are the sole director and strike through the references to sole company secretary if not applicable. In the absence of specific instructions to the contrary, we will not conduct any ASIC searches or seek supporting documentation from a sole director (without a company secretary). Where validity of a proxy appointment by a company cannot be assumed in accordance with the Act, or the warranty from the sole director, please advise what steps you would like us to take (for example, conduct a search of ASIC records) in order to establish evidence of authority to sign. The adequacy of any form of authority to act as proxy for a member, for example a power of attorney, will need to be assessed on a case-by-case basis and authorities outside the norm will be referred to you for this purpose. Please note that any administration expenses associated with ASIC searches, including but not limited to ASIC search fees and our associated time costs, will be to the account of your company. COMMERCIAL IN CONFIDENCE 4

5 Relevant Legislation Section 250A of the Act requires that a proxy form must be signed, or otherwise authenticated in a manner prescribed by the regulations, by the member of the company making the appointment and contains certain other information. Section 250A(2) of the Act permits a proxy form to be considered valid even if it doesn t contain all the information required by section 250A(1), if the company s constitution allows this. Execution without a Common Seal Section 127(1) of the Act deals with documents to which a common seal has not been affixed and states: A company may execute a document without using a common seal if the document is signed by: (a) (b) (c) 2 directors of the company; or a director and a company secretary of the company; or for a proprietary company that has a sole director who is also the sole company secretary that director. Section 127(1) should be read in conjunction with section 129(5) which applies when a common seal is not used, and details when a document can be relied upon in those circumstances. Section 129(5) states: A person may assume that a document has been duly executed by the company if the document appears to have been signed in accordance with subsection 127(1). For the purposes of making the assumption, a person may also assume that anyone who signs the document and states next to their signature that they are the sole director and sole company secretary of the company occupies both offices. Execution with a Common Seal Section 127(2) deals with documents to which a common seal is affixed and states: A company with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by: (a) (b) (c) 2 directors of the company; or a director and a company secretary of the company; or for a proprietary company that has a sole director who is also the sole company secretary that director. Section 127(2) should be read in conjunction with section 129(6) which applies when a common seal has been used and details when it can be relied upon in those circumstances. Section 129(6) states: A person may assume that a document has been duly executed by the company if: (a) (b) the company s common seal appears to have been fixed to the document in accordance with subsection 127(2); and the fixing of the common seal appears to have been witnessed in accordance with that subsection. For the purposes of making the assumption, a person may also assume that anyone who witnesses the fixing of the common seal and states next to their signature that they are the sole director and sole company secretary of the company occupies both offices. Sole Director no Company Secretary Section 204A of the Act which states: Minimum number of secretaries Proprietary companies (1) A proprietary company is not required to have a secretary but, if it does have 1 or more secretaries, at least 1 of them must ordinarily reside in Australia. Public Companies (2) A public company must have at least 1 secretary. At least 1 of them must ordinarily reside in Australia. COMMERCIAL IN CONFIDENCE 5

6 A proprietary company may have only one director and is not required to have a company secretary. Section 127 does not contemplate this possibility. This means that if a proprietary company has only one director, and no company secretary, the assumptions in section 129 are not available for us to rely on. Where the assumptions in the Act do not apply, it is possible for us to: conduct a search of ASIC registers to validate the identity of any office holders (and therefore proxyholders) of a company; or request supporting documentation to show that the person has authority to bind the company (for example, evidence that a person is the sole director of the company and an extract from the constitution, confirming that the company has no company secretary). In the usual course, we do not consider that it will be reasonable to incur search expenses. Attorneys Some documents are executed for companies by persons appointed under a power of attorney or other form of agency. The most common form of authority is a power of attorney executed by the member, but other forms of authority may suffice (e.g. an informal letter authorising the appointer to act in certain circumstances, a rule within the constitution of the company, a board resolution, service contract, etc.). 3. Multiple holdings in the one name Shareholders may have multiple holdings with the same registered name and address however with different account designations, for example indicating a super fund or a minor s holding. Account designations are indicated by having an opening and closing angle bracket. S If personalised proxy/direct voting forms have been sent by Computershare detailing the Securityholder Reference Number (SRN)/Holder Identification Number (HIN) and name and address details, we will apply the instructions only to the SRN/HIN on the voting form. If non-personalised (blank) proxy/direct voting forms have been sent by a third party requesting the member to add their name and address details. We will apply the instructions only to the holdings matching the details completed by the member. If there is no match we will seek your instructions. 4. Proxy forms appointing a Body Corporate Section 249X(1A) of the Act allows that a person appointed as the member s proxy may be an individual or a body corporate. Any body corporate appointed as a proxy, will need to appoint a representative to attend the meeting on their behalf. The appointment of the representative should be in accordance with the provisions of section 250D of the Act. It can be expected that the most likely body corporate appointed as proxy is the Australian Shareholders Association. While that organisation is known by many as the ASA, there are also many other organisations that have the same acronym and are colloquially known by those acronyms. COMMERCIAL IN CONFIDENCE 6

7 Where a body corporate is nominated and the member simply writes the name of your company in the appropriate section on the form, given that a body corporate can be appointed as a proxy that would be considered a valid proxy appointment of your company. S We will accept proxy forms that identify a known body corporate by way of acronym such as ASA. We will record proxy nominations where the name of your company is written in the appropriate section as appointing your company as the member s proxy. We require you to appoint a corporate representative in accordance with section 250D of the Act, to attend and vote at the meeting as a proxy for these members. 5. Proxy other than the Chairman of the Meeting nominated This item relates to situations where a member has nominated a proxy other than the Chairman of the Meeting and the name on the proxy form appears to be that of the member or a fictitious name. S We will process the proxy appointment recording the name written on the proxy form as the appointed proxy. 6. Proxy appointments nominating the Chairman of the Meeting, the Chairman, the Chairman of the Company Our standard proxy form allows a member to tick a box to appoint the Chairman of the Meeting or nominate another person or corporate body in a second box as their proxy by writing in the name/title of the proxy in that second box. Occasionally, we receive completed proxy forms where the securityholder has written the title Chairman or Chairman of the Company or the name of the Chairman of the Company. S Our practise in these circumstances is to record the name/title specifically nominated by the member in the second box. This may result in the Chairman receiving multiple, separate, appointments for a given meeting. If you wish to apply a different rule such that the Chairman and/or the Chairman of the Company appointments are combined with the Chairman of the Meeting, please advise us accordingly. COMMERCIAL IN CONFIDENCE 7

8 7. Treatment of proxy votes on remuneration related resolutions Voting restrictions under the Act apply to Key Management Personnel (KMP) 1 and their closely related parties 2 in relation to resolutions that are directly/indirectly connected with the remuneration of KMP. Our policy is to rely on the information you provide us to identify securityholdings that belong to your KMPs and their closely related parties. It is important that we are provided with a current list ahead of your meeting to ensure voting exclusions are flagged on relevant resolutions. We will maintain a spreadsheet with an outline of the information we require to correctly identify your KMPs and their closely related parties. The details of your KMPs and their closely related parties are to be provided as they are recorded on the company's register of members. We will keep these details on record and re-confirm these with you for future meetings. Due to the sensitivity of information included, we recommend you upload the file via Issuer Online Fileshare. As the processing and progressive reporting on proxy/direct votes recognises voting restrictions, it is important that we be advised at an early stage of the names of persons restricted from voting on remuneration related resolutions. Failure to do so may result in inaccurate progressive reporting on proxy/direct votes. 1 KMP is defined in section 9 of the Act and the Australian Accounting Standards. It includes each of the directors and any executives having responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. 2 Closely related party is defined in section 9 of the Act and includes (but is not limited to) a person s (a) spouse, child or dependant; (b) a child or dependant of their spouse; (c) any other family member that may be expected to influence them or be influenced by them in their dealings with the Company; or (d) a company the person controls. COMMERCIAL IN CONFIDENCE 8

9 Grant of equity to a CEO/Managing Director One of the most common examples of a resolution that is directly connected with the remuneration of KMP is the grant of equity to a CEO/Managing Director - as set out below. In accordance with the ASX Listing Rules, the CEO/Managing Director s associates 3 are also excluded from voting. The table below assumes that the CEO/Managing Director is the only director eligible to participate in the relevant plan. Resolution to Approve Equity Grant to CEO/Managing Director Capacity Vote own Vote a directed proxy? Vote an undirected proxy? Shares? Chairman of the Yes Yes where the vote is Yes where the vote is cast Meeting cast by a person who is entitled to vote by a person who is entitled to vote and with the express authority from the person Directors (excluding Yes Yes where the vote is No CEO/Managing Director) cast by a person who is entitled to vote CEO/Managing No Yes where the vote is No Director cast by a person who is entitled to vote Associates of CEO/Managing No Yes where the vote is cast by a person who is No Director entitled to vote KMPs/CRPs Yes Yes where the vote is cast by a person who is entitled to vote No 3 Associate has the meaning given in sections 12 and 16 of the Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the entity is the designated body for the purposes of that section. A related party of a director or officer of the entity or of a child entity is to be taken to be an associate of the director or officer unless the contrary is established. (Note: One way in which it may be established that a related party of a director or officer is not their associate is for the director, officer or related party in question to give a statutory declaration or some other form of certification to the entity to that effect.) The definition of related party is different and potentially broader than a director s/officer s closely related parties. Under the Listing Rules, a director s/officer s related parties are: (a) his/her spouse or defacto spouse, parent, child, or spouse or defacto spouse of that person; (b) an entity controlled by one or more of the persons referred to in (a) above; (c) an entity that he/she controls; (d) a person who acts in concert with anyone referred to above; and (e) a person who was a related party in the previous 6 months or who would be a related party in the future. COMMERCIAL IN CONFIDENCE 9

10 Remuneration Report Voting restrictions under the Act apply to KMP and their closely related parties in relation to resolutions that are directly/indirectly connected with the remuneration of KMP. This includes the advisory resolution to approve the Remuneration Report as set out below. Capacity Chairman of the Meeting Vote own Shares? No Advisory Vote on Remuneration Report Vote a directed proxy? Yes where the vote is cast by a person who is entitled to vote Directors No Yes where the vote is cast by a person who is entitled to vote KMPs/CRPs No Yes where the vote is cast by a person who is entitled to vote Vote an undirected proxy? Yes where the vote is cast by a person who is entitled to vote and with the express authority from the person No No Based on the use of our standard proxy form, undirected proxy votes in relation to remuneration report resolution will be treated in the following manner: S Where no name is written in the relevant box on the proxy form and the member has appointed the Chairman of the meeting as proxy by ticking the relevant box on the proxy form, these proxy votes will be deemed open useable. Where the words Chairman of the meeting are written in the relevant box on the proxy form, these proxy votes will be deemed open useable. Where a KMP/CRP has been appointed by the member as proxy by writing their name in the relevant box on the proxy form, where the KMP/CRP does not attend the meeting, these proxy votes are deemed open usable and fail to Chairman in accordance with the wording on our standard proxy form. Where a KMP/CRP has been appointed by the member as proxy by having their name written in the relevant box on the proxy form, where the KMP/CRP attends the meeting, these proxy votes are deemed open unusable. COMMERCIAL IN CONFIDENCE 10

11 8. Effect of member s presence on proxy s authority and direct votes S If a company has lodged a proxy/direct voting form and a corporate representative attends the meeting to vote, all previous proxy/direct voting instructions will be revoked. If a member has lodged a proxy/direct voting form and then attends in person, the proxy/direct voting instruction will either be revoked at the instruction of the member or if they wish to let the proxy or direct votes stand, then the member will be admitted as a visitor. Relevant Legislation Section 249Y(3) of the Act states: A company s constitution (if any) may provide for the effect that a member s presence at a meeting has on the authority of a proxy appointed to attend and vote for the member. However, if the constitution does not deal with this, a proxy s authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting. 9. Minors Persons may acquire securities in the names of children. We note that the Act does not restrict minors from voting, however your constitution may prevent minors from registering as a shareholder. S As we are unaware when processing proxy/direct voting forms whether a member is a minor or not, we cannot restrict minors from voting. At a meeting it will also not always be possible to determine whether a member is a minor; this is a rare occurrence. If we determine that the member is a minor we will not register the member to vote unless instructed by you. 10. Attorneys Section 250B of the Act provides that the latest time for receipt of proxy/direct voting forms can be reduced to less than 48 hours if provided for in the company s constitution. The section further states that, if a proxy appointment is signed by the appointer's attorney, evidence of the authority under which the proxy appointment was signed (or a certified copy of the authority) must be given to the company at least 48 hours (or such lesser period as applies for the receipt of proxy documents) before the meeting or the appointment will not be effective. S We will only admit into the meeting a person as an attorney for a member where we have been provided with an authority under which they have been appointed (or an appropriate copy) before the closing time for receipt of proxy/direct voting forms. COMMERCIAL IN CONFIDENCE 11

12 11. Electronic lodgement of Proxy nominations/direct Votes Section 250B(1) of the Act states that there are two documents that must be received by the company at least 48 hours before the meeting in order for the appointment of the proxy to be valid. These are the proxy appointment itself and, if the proxy appointment is signed or otherwise authenticated by the appointer s attorney, the authority under which the appointment was signed or otherwise authenticated, or a certified copy of the authority. In section 250B(2) of the Act, when dealing with the receipt of documents where a meeting has been adjourned, the provision is that an appointment and any authority received by the company at least 48 hours prior to the resumed part of the meeting is valid for that resumed part of the meeting. It is therefore concluded that the authority under which the proxy appointment is signed or authenticated is what is now being described as the proxy appointment authority. Where an electronic address (for example a facsimile) is specified as being able to be used for the lodgement of proxy appointments, it will be possible for proxy appointment authorities to be sent to the same address. Where another electronic means of providing the proxy appointment is specified, there is no complementary requirement that proxy appointment authorities be given by the same means. Therefore, we need to be mindful of the situation where a website will be used to allow proxy appointments to be submitted, but any proxy appointment authorities (such as a power of attorney) will still need to be provided by another method, possibly hard copy or by facsimilie. However, given the authentication requirements specified in Corporations Regulation 2G.2.01, we should be able to assume that a proxy appointment received via the specified electronic means, has been sent by the member and hence there should be no requirement for a proxy appointment authority to be received by another method. S We will assume proxy appointments/direct votes received via an internet based lodgement system were sent by the member. We will accept faxed copies of proxy appointment authorities or a fax of a certified copy of proxy appointment authority under which faxed proxy/direct voting forms are signed. We will accept copies of proxy appointment authorities sent to the same electronic address that the proxy/direct vote form is sent. Relevant Legislation Section 250B(1) of the Act states: For an appointment of a proxy for a meeting of a company s members to be effective, the following documents must be received by the company at least 48 hours before the meeting: (a) (b) the proxy s appointment; if the appointment is signed or otherwise authenticated in a manner prescribed by regulations made for the purposes of subsection 250A(1), by the appointer s attorney the authority under which the appointment was signed or authenticated or a certified copy of the authority. COMMERCIAL IN CONFIDENCE 12

13 For completeness, Corporations Regulation 2G.2.01 states: 2G.2.01 (1) For subsection 250A(1) of the Act, an electronic authentication of an appointment of a proxy must include: (a) (b) a method of identifying the member; and an indication of the member s approval of the information communicated. 2G.2.01 (2) If a member appoints a proxy by or Internet-based voting: (a) (b) the member must be identified by personal details (for example the member s name, address and date of birth); and the member s approval of the information communicated must be communicated by a form of security protection (for example, the entering of a confidential identification number such as a shareholder reference number or holder identification number). 12. Appointment of proxy through InvestorVote This item relates to the appointment of a proxy electronically through InvestorVote. We currently have 2 templates available. Template 1 allows the appointment of the Chairman of the Meeting or other appointee as set out in the paper voting form. Template 2 allows an extra appointment selection which allows regular appointees (e.g. Australian Shareholders Association) to be added into a drop down list for easy selection. Unless advised to the contrary by you, we will always set Template 1 as the default for meetings. 13. Meetings where Direct Voting is applicable This item relates to meetings where direct voting is an option provided to members. To allow for direct voting as an option, companies are required to implement provisions in their constitution that will enable their members to exercise their voting rights through direct voting, in addition to exercising their existing right to appoint a proxy. The two voting options of direct voting and proxy appointment will be processed in accordance with the following guidelines. Voting Form Valid Direct Voting and Valid Proxy Options on the one form 1. Direct voting only allows For, Against or Abstain votes. 2. If a member marks the Direct Voting box but does not mark any voting boxes, all items will be recorded as no instruction and will not be counted in computing required majorities. 3. If a member marks the Direct Voting box but only marks boxes on some (not all) resolutions then the direct votes are valid but votes on those items where the corresponding box has not been marked will be treated as no instruction and will not be counted in computing any required majorities. 4. If both the Direct Voting and Chairman of the Meeting boxes are marked and some or all resolution voting boxes are marked then the Direct Voting vote is deemed to override the appointment of a proxy. 5. If both the Direct Voting and Chairman of the Meeting boxes are marked and no resolution voting boxes are marked then this is to default to an open vote to the Chairman of Meeting (as proxy). COMMERCIAL IN CONFIDENCE 13

14 6. If both the Direct Voting box has been marked and a proxy has been nominated other than the Chairman of the Meeting, we will process the form as a proxy appointment. Voting Form Valid Direct Voting and Valid Proxy Options on separate forms 1. Direct Voting only allows For, Against or Abstain votes. 2. If no mark is placed against a particular item on the direct voting form the vote on that item only will be considered to be given as no instruction and will not be counted in computing any required majorities. 3. If a member submits both a valid direct voting form and a valid proxy form and both forms are deemed to have been dated on the same day the direct voting form will prevail. We will process all valid direct voting forms following the above directions unless we receive direct voting rules from you or if your direct voting rules do not cover any of the above mentioned scenarios. 14. Proxy Over-Votes Over-voting occurs when more securities are instructed to be voted than the actual number of securities held by a registered member. The over-vote position is most likely to transpire when there is an imbalance between the perceived voting entitlements of individual investors whose securities are pooled with other investors within a nominee and the actual (lesser) securities/voting entitlements held by the nominee on the register. Note: Votes cast by a member will not be counted for any of the resolutions which have an unresolved over-vote position. Their votes will not be included in any indicative, preliminary or final proxy totals reports provided by us or viewed via Proxy Watch. Whilst we will endeavour to resolve any over-vote position as set out below, it is ultimately, the responsibility of the securityholder or proxy lodging agent to ensure that the number of votes cast does not exceed the actual number of securities held by a registered member and we will not be responsible for any unresolved over-vote position (regardless of the circumstances). If an over-vote position exists, we will endeavour to do one of the following: 1. If all the votes cast for a resolution are directed under a single voting intention i.e. either For or Against or Open or Abstain we will endeavour to reduce the votes to equal the member s registered holding. 2. If the votes cast for a resolution are split between multiple voting intentions e.g. some votes For and some Against the resolution, then we will endeavour to contact the securityholder/proxy lodging agent to resolve the over-vote position by requesting the lodging of an amended proxy up to the time of the provision of final proxy results. At that time we will advise you of any unresolved over-vote positions. COMMERCIAL IN CONFIDENCE 14

15 15. Time of receipt of Proxy/Direct Voting forms where the meeting is adjourned This item relates to the time-frame for lodgement of a valid proxy/direct voting form prior to the meeting and the effect on a proxy/direct voting form where the meeting is adjourned. There are many circumstances in which it may be appropriate to adjourn a meeting. Under section 250B(2) of the Act, whenever a meeting is adjourned, the latest time for receipt of proxy/direct voting form is refreshed by reference to the time of resumption of the meeting. Depending on the circumstances, this can make proxy/direct vote processing for the resumed meeting somewhat complex as some proxy/direct voting forms previously regarded as being late should now be regarded as having been received within time. On our part, to minimise any potential difficulties, we will: continue to receive proxy appointment documents/direct voting forms delivered by Australia Post in the normal manner and date and time stamp late forms when received into our office; use our fax listings to date and time record late proxy appointment documents/direct voting forms received by fax; and date and time record late proxy appointment documents/direct voting forms received by hand at our offices. On your part, you should: adopt similar procedures to those above to ensure that the date and time of any proxy appointment documents/direct voting forms received at your registered office are properly recorded; ensure all appropriately notated late proxy appointment documents/direct voting forms are forwarded to our office as they may become valid for an adjournment to the meeting; and ensure that the Chairman of the Meeting understands when an adjournement is required and when it is not. For short breaks in the proceedings a formal adjournement is not necessary and the Chairman needs to be informed of how to address the meeting accordingly. Whether an adjournement is required is a matter of degree and will depend on the particular circumstances breaks should be used appropriately. Relevant Legislation Section 250B(2) of the Act states: 250B(2) Documents received following adjournment of meeting. If a meeting of a company s members has been adjourned, an appointment and any authority received by the company at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting. The above section should be read in conjunction with section 250B(5) which states: 250B(5) Constitution or notice of meeting may provide for different notification period. The company s constitution (if any) or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2). COMMERCIAL IN CONFIDENCE 15

16 16. Corporate Representatives A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at (amongst other things) meetings of a company's members. We will require an instrument appointing a corporate representative to have been executed by an (apparent) authorised signatory of the company, as detailed in section 2 of this document (proxy/direct voting forms received from corporations) and not to admit a representative of a corporation unless such a form has been received. 17. Voting by proxyholders Where directions are given on the proxy form, monitoring of votes on a poll is straightforward. However, there is no practical method of ensuring that a proxy votes as appropriately directed on a show of hands. We will look solely to the instructions contained in the proxy form previously lodged. This is reinforced by the wording on our voting paper that defaults to voting in accordance with the directions on the appointment. Relevant Legislation Section 250BB of the Act states that: (a) An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution--the proxy must not vote on a show of hands; and (c) if the proxy is the chair of the meeting at which the resolution is voted on--the proxy must vote on a poll, and must vote that way; and (d) if the proxy is not the chair--the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way. If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member. Note: A company's constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)). Section 250BC of the Act also needs to be considered as it provides that if: an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company s members; and the appointed proxy is not the chair of the meetings; and at the meeting, a poll is duly demanded on the resolution ; and either of the following applies: o o the proxy is not recorded as attending the meeting; or the proxy does no vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. COMMERCIAL IN CONFIDENCE 16

17 18. Notification to ASX by listed companies of proxy/direct votes Section 251AA(2) of the Act provides that a company must notify the operator of each market, on which the financial products of the company are listed, of a resolution passed by members at a meeting of the company. At a minimum that will mean the company will need to notify the ASX as the operator of the market on which the financial products (e.g. shares) issued by the company, are listed. At the same time, the company must give ASX information about the exercise of proxy votes in accordance with section 251AA(1) of the Act. ASX Listing Rule also provides that an entity must notify ASX of the outcome of each resolution to be put to a meeting of members immediately after the meeting has been held. The duty imposed by section 251AA of the Act and the Listing Rules is a duty imposed on the company convening the meeting. We will provide the outcome of each resolution to you in our standard form and it is the company s responsibility to lodge this information, whether in our standard format or a format of your own choosing, with the ASX as appropriate. 19. Retention of Proxy/Direct Voting Forms and Voting Papers The Act is silent on the matter of the retention period for proxy/direct voting forms, and voting papers. Being unable to retain hard copies of these documents on our premises for any substantial period of time after the meeting, our standard retention policy is to retain proxy/direct voting forms and voting papers for a period of 12 months after the meeting date, irrespective of the nature of the meeting (eg AGM or Court Ordered meeting, etc) and whether the resolutions put to the meeting were decided on a show of hands or a poll. The above policy is subject to the proviso that, in the event we become aware of any challenge to a declared outcome of the meeting, we would not destroy the proxy/direct voting forms and voting papers, until three months after the outcome to the challenge had been determined and the period to appeal that outcome had expired. We would then only arrange for destruction of proxy/direct voting forms, and voting papers, on written authority from you. Documents not held in our offices will be stored off site in accordance with our standard policy. Storage costs, and destruction costs at the conclusion of the storage period, will be charged to you as a disbursement. Our standard retention policy is to retain proxy/direct voting forms and voting papers for a period of 12 months after the meeting date. Please note, should you require proxy/direct voting forms to be destroyed earlier than 12 months after the date of the meeting we must be instructed before proxy/direct voting forms are issued. COMMERCIAL IN CONFIDENCE 17

18 APPENDIX - GENERAL MEETINGS: ITEMS FOR CONSIDERATION 1. Proxy/Direct Voting Forms Received From Joint Holders This item relates to who may sign a proxy/direct voting form on behalf of joint holders in order for the proxy/direct vote to be valid. Generally, constitutions provide that the senior of joint holders (being the first or earlier named on the register) has the right to attend a meeting and vote to the exclusion of later named holders. This being the case, it may be that any of the joint holders could have the right to attend the meeting and revoke a proxy/vote notwithstanding that the proxy/direct vote may have been signed by all joint holders. Taking into account the fact that, generally, any one of the joint holders can attend and vote, it may seem somewhat excessive, in the absence of a legal requirement in your constitution, to require all joint holders to sign a proxy/direct voting form in order for it to be accepted. Unless instructed by you via our questionnaire, we will only process forms signed by all joint holders. At registration into the meeting, unless you specifically instruct us otherwise, we will allow any joint holder who attends to revoke a proxy appointment/direct vote and enter the meeting as a voting member and if more than one such joint holder attends, we shall record the earliest named on the register as the voting member. 2. Return of Invalid Proxy/Direct Voting Forms We usually receive a number of proxy/direct voting forms that have not been completed properly (i.e. not signed or otherwise completed incorrectly). For the top 20 members by voting entitlement at the time mailing data is created, we will endeavour to contact the member or the lodging agent of the form to resolve the invalid position. Unless instructed by you via our questionnaire, we will not send invalid proxy/direct voting forms back to members, with the exception of the top 20 members as mentioned above. Please note that if you do require us to send invalid proxy/direct voting forms back to members below the top 20 for completion, fees will apply. 3. Later mailings of Notice of Meeting to new members In order to meet the timeframe required for the mailing processes and the amount of notice that must be given to members as required by the Act and your company s constitution, it may have been necessary that the file of your members used for mailing purposes be cut approximately 4 to 6 weeks prior to the meeting date. New members may have been added to the register in the period between the date when the file was cut and the meeting date. Those new members have a legal right to attend the meeting or to appoint a proxy or direct vote but will not have received notice of the meeting. The Act is silent in regard to rights of these members and is not detailed regarding the mailing requirements. Practically, there must COMMERCIAL IN CONFIDENCE 18

19 be some date on which a new member comes onto the register wherein it is not feasible to mail a notice of meeting to the member with the reasonable expectation that it will be received in time for the member to return a proxy/direct voting form before the closing date for receipt of votes. A company s constitution will normally deal with this issue. We will agree the date that we will cut the file of members for mailing purposes with you, based on the requirements of your constitution and the Act. Subject to you checking your constitution s requirements and unless subsequently instructed by you via our questionnaire, otherwise we will not send notices of meetings to new members. Please note that if you do require us to send notices of meetings to new members, fees will apply. The last such mailing will be completed no later than one week prior to voting closing date. 4. Meetings where a voting exclusion statement applies (see also section 7 of part 1) Rule of the ASX Listing Rules states that, where a notice of meeting is required to include a voting exclusion statement, the notice of meeting must contain a statement to the following effect: 'The entity will disregard any votes cast on a resolution by: the (named) person (or class or persons) excluded from voting; and an associate of that person (or those persons). However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Questions that arise from the ASX rule are: 1. How to identify a person or class of persons whose votes must be disregarded? 2. How to identify an associate of a person or class of persons whose votes must be disregarded? Regarding Question 1 We rely on identifying the specifically named members on the register and also on your instructions in terms of identifying the members and other holdings whose votes must be disregarded. Regarding Question 2 - It is not possible for us to form any views on associates and your express instructions are required. Failing any express instructions we will disregard only votes cast by person(s) or groups of persons (if any) expressly named in the voting exclusion statement. As the processing and progressive reporting on proxy/direct votes recognises voting exclusions and the fact that persons subject to voting exclusions are not able to vote on a resolution (unless directed to vote in a particular manner), it is important that we be advised at an early stage of the names of persons subject to voting exclusions. Failure to do so may result in inaccurate progressive reporting on proxy/direct votes. COMMERCIAL IN CONFIDENCE 19

20 Computershare 2017 The information in this document is confidential to Computershare and should not be disclosed, used, or duplicated in whole or in part. v1.10 COMMERCIAL IN CONFIDENCE 20