Notice of Annual General Meeting 2015 Notice is hereby given that the Annual General Meeting of Seven Group Holdings Limited ( the Company ) will be held at Doltone House, Jones Bay Wharf, Piers 19-21 Upper Deck, 26 32 Pirrama Road, Pyrmont NSW 2009 on Wednesday, 18 November 2015 at 10.30 am. The Annual General Meeting will be be webcast live. live. Details for for accessing the the webcast will be posted on on the Company s website (www.sevengroup.com.au) in advance of the meeting. ABN 46 142 003 469
2 Seven Group Holdings agenda Statements and Reports Item 1 To receive and consider the Financial Statements of the Company and the entities it controlled for the financial year ended 30 June 2015, together with the statements and reports of Directors and auditors attached to the Financial Statements. Note: There is no requirement for members to approve these statements or reports. Election and Re-Election of Directors Item 2 In accordance with Article 8.2(c) of the Company s Constitution, Mr David McEvoy who, having been appointed by the Board as a Director since the last Annual General Meeting, retires and being eligible, offers himself for election as a Director of the Company. Item 3 In accordance with Article 8.2(a) of the Company s Constitution, Mr Richard Uechtritz retires and being eligible, offers himself for re-election as a Director of the Company. Remuneration Report Item 4 To adopt the Remuneration Report of the Company for the financial year ended 30 June 2015. Notes: The vote on this resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company s remuneration policies. Conditional Spill Resolution Item 5 Only if required, to consider, and if thought fit, pass the following ordinary resolution: That, subject to and conditional on at least 25% of the votes cast on Item 4 (Remuneration Report) being cast against it: (1) an extraordinary general meeting of the Company (the Spill Meeting ) be held within 90 days of the passing of this resolution; (2) all of the Directors in office when the resolution to adopt the Directors Report for the financial year ended 30 June 2015 was passed (being Mr Kerry Stokes AC, Mr Terry Davis, Mr Christopher Mackay, Mr David McEvoy, Mr Bruce McWilliam, The Hon Warwick Smith AM, Mr Richard Uechtritz and Professor Murray Wells) and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and (3) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting. By order of the Board Warren Coatsworth Company Secretary 14 October 2015
Notice of Annual General Meeting 2015 3 Notes: 1. A member is entitled to appoint a proxy. A member who is entitled to cast two or more votes is entitled to appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion or number of the member s votes each proxy may exercise, each proxy may exercise half the votes. If a member appoints the Chairman of the meeting or another Director of the Company as proxy and does not direct that person how to vote on an item of business, the Chairman or other Director will vote proxies for members entitled to vote in favour of each of the proposed resolutions set out in this Notice of Annual General Meeting, except for Item 4 (Remuneration Report) and Item 5 (Conditional Spill Resolution). 2. Voting exclusions apply to Item 4 (Remuneration Report) and Item 5 (Conditional Spill Resolution), details of which are set out in the Explanatory Notes. The key management personnel of the Company (including the Directors) and their closely related parties (as defined under the Corporations Act 2001, which includes spouses, dependants and companies they control) ( Closely Related Parties ) will not be able to vote a member s proxy on Item 4 or, if it is put to the meeting, Item 5, unless the member directs them how to vote on the proxy form. If you appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as your proxy by default, you may: - direct the Chairman how to vote by marking either For, Against or Abstain on the corresponding section of the proxy form for Item 4 and Item 5; or - not mark any of the boxes for either or both of Item 4 and Item 5, in which case, by submitting the proxy form, you will be expressly authorising the Chairman to vote the undirected proxy as he sees fit in respect of the relevant item of business (and the Chairman will vote in favour of Item 4 and, if it is put to the meeting, against Item 5). If you appoint as your proxy any other Director of the Company, any other of the Company s key management personnel or any of their Closely Related Parties, and you do not direct that person how to vote, that person will not vote your proxy on Item 4 or Item 5. 3. Holders of Transferable Extendable Listed Yield Shares (TELYS4) are not eligible to vote on the resolutions being put to members at this meeting. 4. For the purpose of determining a person s entitlement to vote at the meeting, a person will be recognised as a member and the holder of shares if that person is registered as a holder of those shares at 7.00 pm (Sydney time) on Monday, 16 November 2015. 5. A proxy need not be a member of the Company. 6. A proxy form, and the power of attorney or authority (if any) under which it is signed, or a copy of that power of attorney or authority certified as a true copy by statutory declaration, must be duly completed and returned to the Company Secretary, Seven Group Holdings Limited, either at: - Company Secretariat, Level 2, 38 42 Pirrama Road, Pyrmont NSW 2009 or fax number: 02 8777 7192; or - Boardroom Pty Limited, Level 12, Grosvenor Place, 225 George Street, Sydney NSW 2000 or fax number: 02 9279 0664; or completed online at www.boardroomlimited.com.au/vote/ sevenagm2015, in each case by no later than 10.30 am (Sydney time) on Monday, 16 November 2015.
4 Seven Group Holdings explanatory notes Item 1: Statements and Reports As required by section 317 of the Corporations Act 2001 (Cth) ( Corporations Act ) the financial report, Directors Report and Auditors Report of Seven Group Holdings Limited ( Company ) for the most recent financial year will be laid before the meeting. There is no requirement for a formal resolution on this item, and accordingly, this item is excluded from the proxy form. Members will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports. During discussion of this item, the Company s auditor will be present and will answer relevant questions. Items 2 and 3: Election and Re-Election of Directors The Board, excluding the Director to whom each resolution relates, unanimously recommends that members vote in favour of the election of Mr David McEvoy and the re-election of Mr Richard Uechtritz. Under the Company s Constitution, any Director appointed by the Board during the year (as an additional Director or to fill a casual vacancy) may only hold office until the next Annual General Meeting, at which time the Director must retire and can offer himself or herself for election. On this basis, Mr David McEvoy, who was appointed as a Director on 27 May 2015, retires and offers himself for election. Under the Constitution of the Company, and consistently with the ASX Listing Rules, a Director who has held office for the longer of three Annual General Meetings of the Company or for three years (except the Managing Director and an alternate director of the Company) must retire from office. A retiring Director is eligible for re-election. Mr Richard Uechtritz, who was elected in the Company s 2012 Annual General Meeting, will retire and stand for re-election. Under the Constitution, Mr Ryan Stokes who has been appointed to the role of Managing Director & Chief Executive Officer of the Company ( MD & CEO ) with effect from 1 July 2015, is not required to stand for re-election. Set out below are short biographies of the Directors standing for election and re-election. Mr David McEvoy Being eligible, Mr David McEvoy, offers himself for election to the Board at the meeting. Director of Seven Group Holdings Limited since May 2015. Mr McEvoy has been engaged in the oil and gas industry for over 40 years, in a variety of technical, senior executive and nonexecutive director roles. He was employed for almost 34 years with ExxonMobil. He concluded his executive career at ExxonMobil in 2002 as Vice President Business Development, ExxonMobil Exploration Company. Mr McEvoy earlier served as a Regional Vice President of Exxon Exploration Company from 1992 to 1997, where he was responsible for exploration activities in the Far East, USA, Canada and South America. He joined Esso Australia Limited in 1969. Mr McEvoy graduated from the University of New South Wales with a degree in Science and a graduate diploma in Applied Geophysics. Mr McEvoy is currently a Non-Executive Director of Woodside Petroleum Limited (since 2005) and AWE Limited (since 2006). He is a former Non-Executive Director of Acer Energy Limited (formerly Innamincka Petroleum Limited) and Po Valley Energy Ltd. Mr Richard Uechtritz Being eligible, Mr Richard Uechtritz, offers himself for re-election to the Board at the meeting. Director of Seven Group Holdings Limited since 1 June 2010. Acting Chairman of the Remuneration & Nomination Committee, Member of the Independent & Related Party Committee. Director of JB Hi-Fi Limited since 28 April 2011. Chief Executive Officer and Director of JB Hi-Fi Limited from June 2000 to May 2010. Over thirty years experience in retailing. Co-founder of Rabbit Photo and Smith s Kodak Express. Director of Kodak (Australasia) Proprietary Limited from 30 July 1998 to 20 July 2000. Item 4: Remuneration Report The Board unanimously recommends that members vote in favour of adopting the Remuneration Report. The Corporations Act requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. The Remuneration Report is part of the Directors Report and covers director and executive remuneration. Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company, and does not affect the employment arrangements in place for employees of the Company and its subsidiaries. The Board will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company s remuneration policies. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. In summary, the Remuneration Report: explains the Board s policy for determining the nature and amount of remuneration of Directors, secretaries and senior managers of the Company; explains the relationship between the Board s remuneration policy and the Company s performance; details and explains any performance conditions applicable to the remuneration of Directors, secretaries and senior managers of the Company; and sets out remuneration details for the key management personnel of the Company, which includes each Director.
Notice of Annual General Meeting 2015 5 At the 2014 Annual General Meeting, more than 25% of the votes cast in respect of the resolution to adopt the 2014 Remuneration Report were voted against that resolution. Accordingly, the Company received a first strike under the Corporations Act. If 25% or more of votes that are cast on Item 4 are voted against the adoption of the Remuneration Report, members will be required to vote on the resolution in Item 5. See the explanatory notes relating to Item 5 below for further details. In response to the first strike, the Board has undertaken a comprehensive review of the remuneration framework and structure and the disclosure of its current practices. The disclosure throughout the Remuneration Report seeks to transparently explain how the remuneration has been structured and the rationale for various remuneration decisions. At the time of the Company s 2014 Annual General Meeting, the remuneration packages for the financial year ended 30 June 2015 had already been determined and it was not possible to make significant changes to those packages for that period. However, changes have now been introduced to remuneration packages, which will apply from 1 July 2015 (that is, for the 2016 financial year ( FY16 ) and onwards). The action taken by the Board for FY16 includes the appointment of the incoming MD & CEO, Mr Ryan Stokes, on a level of fixed remuneration consistent with the Company s peers and on performance linked remuneration plans consistent with other of the Company s Executive Directors and Group Executives (collectively, KMP Executives ). The remuneration framework changes arising from the Board s review and applying to FY16 and beyond are summarised as follows: Element Purpose Performance metrics Current value Changes for FY16 Fixed Remuneration (FR) Provide competitive market salary including superannuation and non-monetary benefits Nil MD & CEO: Position at above market rate Reviewed in line with market positioning MD & CEO: Reviewed in line with market positioning No change Short-Term Incentive (STI) Reward for in-year performance Company goal: NPAT. The Board has discretion to exclude exceptional or significant items from the calculation of NPAT MD & CEO: 75% of FR 50% of FR MD & CEO: 50% of FR No change Other goals: Performance against various budget measures, leadership and staff development, cost management and delivery of cost targets, analysis and execution of investment opportunities Long-Term Incentive (LTI) Alignment to long-term shareholder value MD & CEO: Share appreciation NPAT hurdle on LTI grant. If NPAT met, performance rights awarded with 50% based on 3 year relative TSR performance and 50% based on 3 year EPS performance MD & CEO: 50% of FR 50% of FR Removal of MD & CEO LTI Plan MD & CEO participates on terms consistent with other KMP Executives No change
6 Explanatory Seven Group notes Holdings Link between Remuneration and Group Performance The remuneration framework of the Group is designed to offer appropriate rewards for those giving superior performance. It is designed to closely align the interests of executives to those of shareholders and other stakeholders. The remuneration structure is focused on achievement of the Group s financial objectives. Under the design of the STI plan, performance against goals other than the corporate NPAT goal could trigger a partial award. However, while KMP Executives substantially achieved their goals other than NPAT in FY15, in light of the overall financial performance of the Group, the Board considered a partial STI award would not have been appropriate. To ensure that the pay outcomes for executives are closely aligned with the financial performance for the year, the Board determined: No awards will be made under the STI plan for FY15 performance; and No awards will be made under the LTI plan in FY16 in respect of FY15 performance. Voting exclusion statement The Company will disregard any votes cast on Item 4: by or on behalf of the Directors and other key management personnel of the Company named in the Remuneration Report for the year ended 30 June 2015, or any of their closely related parties (as that term is defined in the Corporations Act, which includes certain of their family members, dependents and companies they control) ( Closely Related Parties ); or as a proxy by a person who is a member of the key management personnel of the Company at the date of the meeting or any of their Closely Related Parties. The only circumstances in which a vote cast on Item 4 by a member of the key management personnel of the Company or their Closely Related Parties will be counted is if that that person votes as a proxy for a person entitled to vote on Item 4 and either the proxy: votes in accordance with the member s direction as to how to vote, as set out on the proxy form; or is the Chairman of the meeting and votes pursuant to an express authorisation to exercise the proxy as he sees fit, even though Item 4 is connected with the remuneration of the key management personnel. Accordingly, if you choose to appoint as your proxy a member of the key management personnel of the Company (other than the Chairman of the meeting) or one of their Closely Related Parties, you are encouraged to direct your proxy how to vote on Item 4 by marking either For, Against or Abstain on the corresponding section of the proxy form. If you choose to appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as your proxy by default, and you do not mark one of the boxes for Item 4 on the proxy form, by submitting the proxy form, you will be expressly authorising the Chairman to vote the shares the subject of your proxy as he sees fit (and the Chairman will vote in favour of Item 4). Item 5: Conditional Spill Resolution This item of business is a conditional resolution and it will only be put to the meeting if 25% or more of the votes cast on Item 4 are against the adoption of the 2015 Remuneration Report. The Board unanimously recommends that members vote AGAINST the conditional resolution relating to the holding of a Spill Meeting. At last year s Annual General Meeting, approximately 32.62% of the votes cast in respect of the resolution to adopt the 2014 Remuneration Report were voted against that resolution. Accordingly, the Company received a first strike. If the votes cast against the resolution to adopt the Remuneration Report (Item 4) at the meeting equal or exceed 25% of the total votes cast, the Company will receive a second strike. If the Company receives a second strike, it is required by law to put a resolution to the meeting to determine whether the Directors who were in office at the time the 2015 Remuneration Report was approved (excluding Mr Ryan Stokes, as MD & CEO) will need to stand for re-election at a special meeting to be held within the following 90 days. Therefore, if the Company receives a second strike, Item 5 is put to the meeting and the corresponding resolution is passed, then it will be necessary for the Board to convene a further general meeting ( Spill Meeting ) of the Company within 90 days of the Annual General Meeting in order to consider the composition of the Board. If a Spill Meeting is required, the date of the meeting will be notified to shareholders in due course. If a Spill Meeting is held, the following Directors will automatically vacate office at the conclusion of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that meeting: Mr Kerry Stokes AC; Mr Terry Davis; Mr Christopher Mackay; Mr David McEvoy; Mr Bruce McWilliam; The Hon Warwick Smith AM; Mr Richard Uechtritz; and Professor Murray Wells Even if Messrs McEvoy and Uechtritz are elected at the Annual General Meeting (see Items 2 and 3, above), they will still need to be re-elected at the Spill Meeting to remain in office after the Spill Meeting. The total cost to the Company of holding a Spill Meeting is currently expected to be at least $80,000. The resolutions that would be put at a Spill Meeting would not be subject to any voting exclusions.
Notice of Annual General Meeting 2015 7 Voting exclusion statement If Item 5 is put to the meeting, the Company will disregard any votes cast on that item: by or on behalf of the Directors and other key management personnel of the Company named in the Remuneration Report for the year ended 30 June 2015, or any of their Closely Related Parties; or as a proxy by a person who is a member of the key management personnel of the Company at the date of the meeting or any of their Closely Related Parties. If Item 5 is put to the meeting, the only circumstances in which a vote cast on Item 5 by a member of the key management personnel of the Company or their Closely Related Parties will be counted is if that that person votes as a proxy for a person entitled to vote on Item 5 and either the proxy: votes in accordance with the member s direction as to how to vote, as set out on the proxy form; or is the Chairman of the meeting and votes pursuant to an express authorisation to exercise the proxy as he sees fit. Accordingly, if you choose to appoint as your proxy a member of the key management personnel of the Company (other than the Chairman of the meeting) or one of their Closely Related Parties, you are encouraged to direct your proxy how to vote on Item 5 by marking either For, Against or Abstain on the corresponding section of the proxy form. If you choose to appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as your proxy by default, and you do not mark one of the boxes for Item 5 on the proxy form, by submitting the proxy form, you will be expressly authorising the Chairman to vote the shares the subject of your proxy as he sees fit (and, if Item 5 is put to the meeting, the Chairman will vote against Item 5).
directions and map HERBERT ST BAYVIEW ST PIRRAMA ROAD LIFT BAYVIEW ST AGM venue here Jones Bay Wharf DARLING ISLAND RD POINT STREET JONES BAY RD PYRMONT ST Parking The Star Parking Station is located at Pyrmont Street, Pyrmont. For further information call (02) 9777 9000. Wilson Jones Bay Wharf Carpark is located at 19-21 Pirrama Road, Pyrmont (opposite Doltone House). Walking distance From Town Hall please walk over the Pyrmont Bridge then turn right onto Pirrama Road, Pyrmont, and continue until you reach Jones Bay Wharf. Light Rail Departs from Central Station. The nearest station is located at The Star. Bus The State Transit Bus Routes 443 and 449 regularly depart Circular Quay to Pirrama Rd. For route and timetable information, call 13 15 00 or visit www.sydneybuses.info.