Notice is given that the Annual General Meeting ( AGM ) of shareholders of Bremer Park Limited (ABN 95 081 809 814) ( the Company ) will be held at the offices of Walker Corporation, Level 21, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW on Wednesday 30 November 2011, commencing at 11:00am (Sydney time). A. CONSIDERATION OF REPORTS To receive and consider the Financial Report, the Director s Report and the Independent Audit Report of the Company for the financial year ended 30 June 2011. Unless the Company s Share Registry has been notified otherwise, shareholders will not be sent a hard copy of the Annual Report. All shareholders can view the Annual Report, which contains the Financial Report for the year ended 30 June 2011 on the ASX website (www.asx.com.au). B. QUESTIONS AND COMMENTS Following the consideration of Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company. The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to: (a) the conduct of the audit; (b) the preparation and content of the Independent Auditor s Report; (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the Auditor in relation to the conduct of the audit. The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor s Report or the conduct of the audit. A list of written questions, if any, submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM. C. ITEMS FOR APPROVAL Resolution 1 Remuneration Report To consider and, if thought fit, to pass the following resolution as an advisory resolution: That, the Remuneration Report for the financial year ended 30 June 2011, as set out in the Company s Annual Report, be adopted. Resolution 2 Re-election of Mr Geoff Joyce as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That, Mr Geoff Joyce, a Director retiring in accordance with Article 58.1 of the Company s constitution, be re-elected as a Director of the Company. Resolution 3 Election of Mr Langley Walker as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That Mr Langley Walker, who was appointed as an additional director of the Company after the last Annual General Meeting of the Company, and being eligible, be re-elected as a Director of the Company in accordance with clause 56.2 of the Company s Constitution and ASX Listing Rule 14.4.
Resolution 4 Election of Mr Bruce Hancox as a Director To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That Mr Bruce Hancox, who was appointed as an additional director of the Company after the last Annual General Meeting of the Company, and being eligible, be re-elected as a Director of the Company in accordance with clause 56.2 of the Company s Constitution and ASX Listing Rule 14.4. Resolution 5 Appointment of Auditor To consider and, if thought fit, to pass the following as an ordinary resolution of the Company: That, for the purposes of section 327B(1)(b) of the Corporations Act 2001 (Cth) and for all other purposes, McIntosh Bishop having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of the Company. BY ORDER OF THE BOARD Jennie Yuen Company Secretary Bremer Park Limited 27 October 2011 2
HOW TO VOTE Shareholders can vote in either of two ways: By attending the AGM and voting in person, by attorney or, in the case of corporate shareholders, by a corporate representative; or By appointing a proxy to attend and vote on their behalf, using the Proxy Form attached as Appendix A to this document. Voting in Person (or by Attorney or by Representative) To vote in person, attend the AGM on 30 November 2011 at the offices of Walker Corporation, Level 21, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000. The AGM will commence at 11:00am (Sydney time). Shareholders or their attorneys who plan to attend the AGM are asked to arrive at the venue at least 15 minutes prior to the time designated for the AGM, so that their shareholding may be checked against the Company s share register and attendances noted. Attorneys should bring with them original or certified copies of the power of attorney under which they have been authorised to attend and vote at the AGM. In order to vote in person at the AGM, a corporation which is a shareholder may appoint an individual to act as its representative. The appointment must comply with Section 250D of the Corporations Act 2001. The representative should bring to the AGM evidence of their appointment. Voting by Proxy If you are a shareholder entitled to attend and vote, you are entitled to appoint one or two proxies. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half the votes. A proxy need not be a shareholder of the Company. If you appoint the Chairman of the AGM to be your proxy, and have given the Chairman an undirected proxy, the Chairman s intention in relation to such proxies is to vote in favour of all of the resolutions. To vote by proxy, please complete and sign the Proxy Form attached as Appendix A to this document as soon as possible and return it by: mail or hand delivery to the Company Secretary of Bremer Park Limited: Attention: Jennie Yuen C/- Company Matters Pty Limited Level 12, 680 George Street Sydney NSW 2000; or fax to (02) 9287 0350; so that it is received no later than 11:00am (Sydney time) on 28 November 2011. If an appointment of a proxy is executed under a power of attorney or other authority, the original document or a notarised copy of it must be deposited with the appointment of proxy to the Company by mail or by delivery at the corresponding addresses described above. Voting Entitlements The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that any shareholder registered at 7:00pm (Sydney time) on 28 November 2011 is entitled to attend and vote at the AGM. Voting The Company s constitution provides that, on a show of hands, every person present and qualified to vote shall have one vote. If you appoint one proxy, that proxy may vote on a show of hands, but if you appoint two proxies, only one proxy may vote on a show of hands. 3
EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of shareholders of the Company ( Shareholders ) in relation to the business to be conducted at the Company s 2011 AGM. The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions. The Directors recommend that Shareholders read this Explanatory Statement before determining whether or not to support the Resolutions. Resolution 1 is an advisory resolution and requires a simple majority of votes cast by shareholders entitled to vote on the resolution, however the resolution is advisory only and does not bind the Company. Resolutions 2, 3 and 4 are ordinary resolutions and require a simple majority of votes cast by shareholders entitled to vote on the resolution. Ordinary Business Resolution 1 Remuneration Report Section 250R(2) of the Corporations Act 2001 requires the Shareholders to vote on an advisory resolution that the Remuneration Report (the Report ) be adopted. The Report details the remuneration policy for the Company and reports the remuneration arrangements for Key Management Personnel (identified for the purposes of the Accounting Standards) and other employees of the Company. The Report is available from pages 6 to 11 in the Company s Annual Report. The Chairman will give Shareholders a reasonable opportunity to ask questions about or make comments on the Report. The Directors recommend that Shareholders vote in favour of this advisory resolution. Voting Restriction The Company will disregard any votes cast on Resolution 1: (a) by or on behalf of a member of the key management personnel 1 (KMP) whose remuneration is included in the Remuneration Report; (b) by or on behalf of a closely related party 2 (such as close family members and any controlled companies) of a member of KMP whose remuneration is included in the Remuneration Report; or (c) as a proxy of any of the above. However, the Company need not disregard a vote cast on Resolution 1 if it is cast as a proxy for a person who is entitled to vote, in accordance with the directions (For, Against or Abstain) on the proxy appointment. If a Shareholder appoints the Chairman of the Meeting as their proxy in relation to Resolution 1, but does not complete any of the boxes 'For', 'Against' or 'Abstain' opposite that resolution on the proxy appointment, the Shareholder will be directing the Chair of the Meeting to vote in favour of Resolution 1, and the Chair of the Meeting will vote in this way. If a Shareholder wishes to appoint the Chair of the Meeting as their proxy with a direction to vote against, or to abstain from voting on Resolution 1, the Shareholder should specify this by completing the 'Against' or 'Abstain' box on the proxy appointment. 1 1 key management personnel has the meaning as defined in Section 9 of the Corporations Act 2001. 2 closely related party has the meaning as defined in Section 9 of the Corporations Act 2001. 4
Resolution 2 Re-election of Mr Geoff Joyce as a Director Geoff Joyce was appointed as a Director of the Company on 4 November 2005 and was most recently reelected as a Director by the Company s shareholders at the 2008 Annual General Meeting. ASX Listing Rule 14.5 requires that an entity with directors hold an election of directors each year. In accordance with this rule and the procedure set out in the Company s Constitution, Mr Joyce retires and, being eligible, offers himself for re-election as a Director. Mr Joyce is an Independent, Non-Executive Director of the Company and a member of the Remuneration and Nomination Committee and the Audit & Compliance Committee. Mr Joyce was previously the General Manager Development at Landcom until his retirement in November 2007. Over the prior 30 years, Mr Joyce held senior management roles in the private sector, incorporating high density residential, commercial and hotel development for the Australian Development Corporation, major community title golf course residential developments in Queensland with Sanctuary Cove Resort and Thakral Holdings Ltd and initiating and setting up development alliances across the eastern seaboard states. The Directors, with Mr Joyce abstaining, recommend that Shareholders vote in favour of this resolution. Resolution 3 Election of Mr Langley Walker as a Director Langley Walker was appointed as an additional Non-Executive Director of the Company on 26 October 2011. Clause 56.1 of the Company s Constitution provides that the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. Clause 56.2 of the Company s Constitution as well as ASX Listing Rule 14.4 further provides that a Director appointed as an addition to the Board will hold office until the next annual general meeting of the Company when the Director may be re-elected. Langley Walker is the Executive Chairman of Walker Corporation Pty Limited. Mr Walker established the Walker Group, a company that specialized in the construction of new roads and subdivision development in the early 1970s. Since 1977, Mr Walker has been involved in property development, commencing with development of residential and small office buildings, growing the portfolio to industrial and civil engineering projects, and later expanding his development activities into retail shopping centre development and ownership, student accommodation, heritage refurbishments, waterfront communities and resort living. Some well-known projects that Mr Walker has inspired and developed through companies he was formerly associated with include: The Finger Wharf at Woolloomooloo; King Street Wharf; Balmain Cove, Rhodes Waterside; Hope Island Resort; and Broadway Shopping Centre. The Directors, with Mr Walker abstaining, recommend that Shareholders vote in favour of this resolution. Resolution 4 Election of Mr Bruce Hancox as a Director Bruce Hancox was appointed as an additional Non-Executive Director of the Company on 26 October 2011. Clause 56.1 of the Company s Constitution provides that the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. Clause 56.2 of the Company s Constitution as well as ASX Listing Rule 14.4 further provides that a Director appointed as an addition to the Board will hold office until the next annual general meeting of the Company when the Director may be re-elected. 5
Bruce Hancox is currently a non-executive director of Retail Food Group Limited. Mr Hancox was formerly a director and consultant to Active Equities Ltd and Chairman of Brierley Investments Ltd (both New Zealand based investment companies). He also served as director of many subsidiary and associate companies of Brierley Investments Ltd in New Zealand, Australia and United States. Mr Hancox previously held the roles of Production Manager and Management Accountant of Lane Walker Rudkini Industries NZ (a leading clothing and fabric manufacturer), and was the Financial Accountant, Factory Manager and General Manager of A B Consolidated Limited (a biscuit and confectionery manufacturer) where he was responsible for a complete reconstruction of the company and its subsequent sale to Goodman Fielder Group. Bruce Hancox holds a Bachelor of Commerce degree majoring in economics. The Directors, with Mr Hancox abstaining, recommend that Shareholders vote in favour of this resolution. Resolution 5 Appointment of Auditor Grant Thornton has given their notice of intention to resign as Auditor of the Company pursuant to section 329(5) of the Act, subject to receipt of the consent of the Australian Securities & Investments Commission (ASIC). Subject to ASIC consenting to the resignation of Grant Thornton and Grant Thornton submitting a resignation to the Company, it is proposed that McIntosh Bishop be appointed as Auditor of the Company. In accordance with section 328B(1) of the Act, the Company has sought and obtained a nomination from a Shareholder for McIntosh Bishop to be appointed as the Company s Auditor. A copy of this nomination is attached to this Explanatory Statement under Schedule 1. McIntosh Bishop has given its written consent to act as the Company s Auditor subject to Shareholder approval of this Resolution. If this Resolution is passed, the appointment of McIntosh Bishop as the Company s Auditor will take effect at the close of this AGM. The Directors unanimously recommend that Shareholders vote in favour of this resolution. 6
SCHEDULE 1 Nomination from a shareholder for the appointment of McIntosh Bishop as Auditor of Bremer Park Limited (the subject of Resolution 5) 25 October 2011 The Company Secretary Bremer Park Limited Level 12, 680 George Street Sydney NSW 2000 Dear Madam, NOTICE OF NOMINATION OF McINTOSH BISHOP AS AUDITOR OF BREMER PARK LIMITED (ABN 95 081 809 814) Allabah Pty Limited A.C.N. 060 655 969, being a shareholder of Bremer Park Limited, hereby nominates McIntosh Bishop of Level 4, 83 Mount Street, North Sydney NSW 2060 for appointment as auditor of Bremer Park Limited at its forthcoming Annual General Meeting. We consent to the distribution of a copy of this notice of nomination as a schedule to the Notice of Meeting and Explanatory Statement for the 2011 Annual General Meeting of Bremer Park Limited, as required by section 328B(3) of the Corporations Act 2001 (Cth). Yours faithfully, Director Allabah Pty Limited 7
APPENDIX A PROXY FORM BREMER PARK LIMITED (ACN 081 809 814) Proxy Form for the Annual General Meeting ( AGM ) of shareholders of Bremer Park Limited (ACN 081 809 814) to be held at 11:00am (Sydney time) on Wednesday, 30 November 2011 at the offices of, Walker Corporation, Level 21, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000. Appointment of Proxy I/We (print name) being a Shareholder in the Company, hereby appoint Name of Proxy: or failing the person so named, or if no person is named, the Chairman of the Meeting or the Chairman s nominee, to vote in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Meeting to be held at 11:00am (Sydney time) on Wednesday, 30 November 2011 at the offices of Walker Corporation, Level 21, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000 and at any adjournment thereof. If two proxies are being appointed, the proportion of voting rights this proxy represents is %. The Chairman intends to vote in favour of all of the resolutions if no voting directions are given. Important for Resolution 1: If a Shareholder appoints the Chairman of the Meeting as their proxy in relation to Resolution 1, but does not complete any of the boxes 'For', 'Against' or 'Abstain' opposite that resolution in the Voting Directions below, the Shareholder will be directing the Chair of the Meeting to vote in favour of Resolution 1, and the Chair of the Meeting will vote in this way. If a Shareholder wishes to appoint the Chair of the Meeting as their proxy with a direction to vote against, or to abstain from voting on Resolution 1, the Shareholder should specify this by marking the 'Against' or 'Abstain' box below. VOTING DIRECTIONS (please mark the relevant box with a X ) Resolutions for consideration at the AGM FOR AGAINST ABSTAIN 1. Remuneration Report 2. Re-election of Mr Geoff Joyce as a Director 3. Election of Mr Langley Walker as a Director 4. Election of Mr Bruce Hancox as a Director 5. Appointment of Auditor Direct your proxy how to vote by marking one of the boxes opposite each resolution. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on a resolution your vote will be invalid on that resolution. If you mark the Abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll. Signed by: Securityholder 1(Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director & Company Secretary Director/Company Secretary (delete one) Director 1
This form must be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). The completed Proxy Form must be received by the Company no later than 11:00am (Sydney time) on 28 November 2011 by one of the methods listed below. Proxy forms received later than this time will be invalid. Mail: Facsimile: Delivery: Attention: Jennie Yuen c/- Company Matters Pty Limited Level 12, 680 George Street Sydney NSW 2000 (02) 9287 0350 Attention: Jennie Yuen c/- Company Matters Pty Limited Level 12, 680 George Street Sydney NSW 2000 Instructions for Completing Proxy Form 1. A shareholder who is entitled to attend and vote at the AGM may appoint a proxy to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. 2. A duly appointed proxy need not be a shareholder. In the case of joint shareholders, all must sign the Proxy Form. 3. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act 2001 provides that a company may execute a document without using its common seal if the document is signed by: (a) 2 directors of the company; (b) a director and a company secretary of the company; or (c) for a proprietary company that has a sole director who is also the sole company secretary that director. 4. For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature. 5. Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the AGM in person, then the proxy s authority to speak and vote for that shareholder is suspended while the shareholder is present at the AGM. 6. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney or other authority, the original document or a certified copy of the document must be lodged (together with the Proxy Form) with the Company by mail or delivery. 2