Greater Building Society Ltd ABN 88 087 651 956 Notice of Annual General Meeting Greater Building Society Ltd ABN 88 087 651 956 (Greater Building Society) gives notice that its Annual General Meeting will be held at Level 3, Rialto A Room, Quality Suites - Boulevard on Beaumont, 131 Beaumont Street, Hamilton NSW on Tuesday, 24 November 2015 at 2.00pm. Items of Business: 1. Minutes of previous Annual General Meeting To receive and confirm the minutes of the Annual General Meeting held on 25 November 2014. 2. Financial Statements and Reports To receive and consider the Financial Report, the Directors Report and the Auditor s Report for the year ended 30 June 2015. 3. Directors Remuneration To consider the remuneration of Directors and, if thought fit, pass the following resolution as an ordinary resolution: That, in accordance with Article 13.9 of the Constitution, the aggregate annual amount of remuneration payable to Directors for their services as Directors for the year ending 30 June 2016 be $634,804.84 plus an amount equal to 9.5% of the aggregate Directors remuneration calculated in accordance with the statutory requirement of the Superannuation Guarantee Levy. 4. Change of Company Name and Consequential Changes to the Constitution "That: (a) (b) subject to the Australian Prudential Regulation Authority (APRA) giving its consent for the unconditional use of the restricted word bank, the name of Greater Building Society Ltd be changed to Greater Bank Limited with effect from the date determined by the Board; and with effect from the date Greater Building Society Ltd changes its name to Greater Bank Limited, the Constitution be amended by: i. inserting the following definition in Article 1.1 of the Constitution: "Company means Greater Bank Limited ABN 88 087 651 956."; ii. iii. iv. deleting the definition of "Society" in Article 1.1 of the Constitution; replacing the word "Society" with "Company" wherever appearing in the Constitution; and replacing each reference to Greater Building Society Ltd and Greater Building Society Limited in the Constitution with Greater Bank Limited.
5. Renewal of the Demutualisation Articles in the Constitution That Articles 12.44 12.49 (inclusive) of the Constitution continue to apply until the end of the 2020 annual general meeting of Greater Building Society Ltd. 6. Proposed other amendments to the Constitution That the Constitution be amended in the manner set out in the Schedule of Proposed Constitutional Amendments tabled at the meeting, and for the purposes of identification, signed by the Chairman. By order of the Board of Directors Company Secretary Date: 29 October 2015
Voting information All members aged 18 years or over appearing on the register of members of Greater Building Society and who had at least $500 on deposit with Greater Building Society continuously for a period of at least six months ending 30 June 2015 are entitled to vote at the meeting. Each member entitled to vote on a resolution has one vote. In the case of joint members, the vote of the primary joint member (determined by order in the register of members) must be accepted to the exclusion of the votes of other joint holders. Members must bring evidence to establish their voting rights with them to the meeting. This can, without limitation, be in the form of a passbook, plastic card, interest advice or account statement. Individuals If you plan to attend the meeting, we ask that you arrive at the meeting venue at least 30 minutes prior to the time designated for the meeting so that we may check your name against our register of members, consider your entitlement to vote and note your attendance. Corporations In order to vote at the meeting, a corporation that is a member must appoint a person to act as its representative. The appointment must comply with Section 250D of the Corporations Act 2001(Cth)(Corporations Act) or be by way of a validly executed Power of Attorney. The representative should bring to the meeting evidence of his or her appointment including any authority under which it is signed. Voting by proxy If you cannot attend you may appoint a proxy to attend and vote for you. Every member entitled to vote has a right to appoint a proxy. The proxy does not need to be a member of Greater Building Society. Voting entitlement and proxy appointment are discussed in the accompanying explanatory notes. To ensure that members can exercise their right to vote on the resolution, an Appointment of Proxy form is enclosed. The Appointment of Proxy form tells you what you need to do. A member who is entitled to cast two votes or more may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise.
Explanatory Statement Item 2 - Financial Statements and Reports The Corporations Act requires the Directors to lay the Financial Report, the Directors Report and the Auditor s Report before the Annual General Meeting. Members are not required to pass resolutions to adopt the reports, however members do have the opportunity to ask questions on the reports at the meeting. Members may obtain a copy of the reports by contacting Greater Building Society s registered office or any branch. These reports are also available at www.greater.com.au/about/regulatorydisclosures. Copies of the Financial Report, the Directors Report and the Auditor s Report have been sent to those members who have requested a copy. Item 3 Directors Remuneration It is proposed that the aggregate annual amount of remuneration payable to Directors, for their services as Directors, for the year ending 30 June 2016, be $634,804.84 plus an amount equal to 9.50% of the aggregate Directors remuneration calculated in accordance with the statutory requirements of the Superannuation Guarantee Levy. The proposed amount represents a 2% increase to the aggregate remuneration paid to Directors in the previous year. If approved by members at the Annual General Meeting and, in the absence of any apportionment, the aggregate amount of remuneration shall be divided among the individual Directors as they agree. Directors do not receive any form of bonus or incentive payment. Item 4 Change of Company Name and Consequential Changes to the Constitution Greater Building Society has a long and proud heritage as a building society. However, the term building society no longer describes the full range of services we provide to members. The Board and management believe it would be beneficial to market our organisation using the word bank in our name as it would enable current members and, particularly, potential new members to better understand the services we provide. Trading as a bank does not change the rights of members or the way we operate. We will remain a member-owned, mutual financial institution. The proposed renewal of the Demutualisation Articles of the Constitution (see item 5 below for further information) will help make it more difficult for a minority group of members to propose that a change be made to our current, member-owned structure. Our research shows that changing our name to include the word bank will help attract more people to experience the services that current members enjoy. This will make us stronger and able to make services to existing and new members even better. More than a dozen building societies and credit unions have made similar changes to their name in recent years. The time is right to propose that members approve a change of our name to Greater Bank Limited. The consent of our regulator, the Australian Prudential Regulation Authority (APRA), is required for a change of name that includes the word "bank". APRA will not allow the use of the term "bank" if we continue to use the term "building society". A change of name from Greater Building Society Ltd to Greater Bank Limited requires changes to the Constitution. The resolution to be considered by members will only be effective if it is passed by a special majority of members equal to 75% or more of votes cast by members entitled to vote on the
resolution. Item 5 Renewal of the Demutualisation Articles in the Constitution The Board is also recommending that members resolve by way of special resolution to extend the effect of the Demutualisation Articles (being articles 12.44 to 12.49 inclusive of the Constitution) for a further five year period up to 2020. The Demutualisation Articles were introduced to ensure significant member participation in any decision by Greater Building Society that affects its mutual structure. It makes it more difficult for a minority group of members to change the current member owned structure of Greater Building Society. The resolution to be considered by members will only be effective if it is passed by a special majority of members equal to 75% or more of votes cast by members entitled to vote on the resolution. Item 6 Proposed other amendments to the Constitution It is also proposed that the Constitution be amended as per the Schedule of Proposed Constitutional Amendments (Schedule). A copy of the Schedule will be tabled at the Annual General Meeting and is otherwise available by contacting Greater Building Society s registered office and at www.greater.com.au/about/regulatory-disclosures. A copy of the Schedule has been sent to those members who have requested notice of member meetings. The current Constitution includes references to legislation which has either been repealed or superseded. Accordingly, the Board is recommending that members resolve to, among other things, insert a definition of the Corporations Act and replace the reference to the Commercial Arbitration Act 1984 in Article 10.7 of the Constitution with a reference to the Commercial Arbitration Act 2010 (NSW). In order to ensure that the requirements regarding the provision of notices of meetings of Greater Building Society are consistent with the Corporations Act and the regulations under that Act, it is also proposed that Article 11.4 of the Constitution be amended as per item 3 of the Schedule. In furtherance of enhancing member participation it is also proposed that the quorum for member meetings be increased from five to fifteen. In addition, it is proposed that the Constitution be amended to facilitate more efficient and modern methods for Directors to conduct business without the need to physically hold a meeting.