AUSENCO LIMITED *I00000101*
Dear Shareholder
*I00000101*
On behalf of the Board of Ausenco Limited (Ausenco), I am pleased to invite you to the company's 2016 Annual General Meeting (AGM). Enclosed is the Notice of Meeting and Explanatory Notes setting out the business of the AGM.
Ausenco's 2016 AGM will be held at 9.30am (AEST) on Thursday 5 May 2016 at the Stamford Plaza Hotel, on the corner of Edward and Margaret Streets, Brisbane, Australia. If you attend the AGM, please bring this letter with you to facilitate registration and entry to the meeting.
If you are unable to attend the AGM, I encourage you to complete the enclosed proxy form. The proxy form should be returned by mail or fax to the company's share registry, Computershare Investor Services Pty Limited, by 9.30am (AEST) on 3 May 2016. Alternatively, should you prefer to complete your proxy form online, please lodge it at www.investorvote.com.au and log in using the control number found on the front of your proxy form.
Further details relating to the various resolutions proposed at the AGM are set out in the Explanatory Notes accompanying this Notice of Meeting. I urge all shareholders to carefully read this material before voting on the proposed resolutions. Corporate shareholders should complete a "Certificate of Appointment of Corporate Representative" to enable a person to attend the AGM on their behalf; this certificate may be obtained from Computershare.
To provide the opportunity to ask questions of the Board, Ausenco is offering the facility for shareholders to submit questions in advance of the AGM. Questions should relate to matters that are relevant to the AGM such as the Financial Report, Remuneration Report, resolutions being put to the meeting, general questions regarding the performance of Ausenco and questions to the Auditor. Questions received will be collated and the Chairman will seek to answer as many of the most frequently asked questions as possible during the AGM. Questions must be submitted by 5.00pm (AEST) on Thursday 28 April 2016 on the enclosed AGM question form or online via our share registry's website. Please see the question sheet for details of how to submit questions.
I would like to take this opportunity to thank all shareholders for their continued support for Ausenco and I look forward to seeing you at the AGM.
Yours sincerely
AUSENCO LIMITED211118_01TTNA
George Lloyd ChairmanSamples/000001/000002
Ausenco Limited ABN 31 114 541 114
The 2016 Annual General Meeting (AGM) of Ausenco Limited (Ausenco) or (Company) will be held on 5 May 2016 at 9.30am (AEST) at the Stamford Plaza Hotel, Corner Edward and Margaret Streets, Brisbane.
To receive and consider the financial report of Ausenco and the reports of the Directors and of the Auditors for the financial year ended 31 December 2015 (2015 Annual Report).
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Election of Directors
To consider, and if thought fit, pass the following resolutions as ordinary resolutions:
That Mr George Lloyd, who retires by rotation in accordance with rule 16.1 of the Company's constitution and being eligible, is re-elected as a director of Ausenco
That Mr Hank Tuten, who retires by rotation in accordance with rule 16.1 of the Company's constitution and being eligible, is re-elected as a director of Ausenco.
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Remuneration Report
To consider, and if thought fit, pass the following in accordance with section 250R(2) of the
Corporations Act 2001 (Cth) (Corporations Act): That the Remuneration Report be adopted.
'Remuneration Report' means the section of the Directors' report for the 2015 financial year that is included under section 300A(1) of the Corporations Act.
Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD of the Corporations Act. Restrictions apply to votes cast as proxy unless exceptions apply.
By order of the Board of Directors Dated: 4 April 2016
Patrick O'Connor Company SecretaryAusenco Limited ABN 31 114 541 114
Voting entitlementsThe Board has determined that a shareholder's voting entitlement at the AGM will be taken to be the entitlement of the person shown in the register of members as at 7:00pm AEST on 3 May 2015.
Restrictions on Voting - Corporations ActResolution 2 - Remuneration Report
The Company will disregard votes cast by a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.
*If you are a KMP or closely related relative of a KMP (or acting on behalf of such a person) and purport to cast a vote that will be disregarded by the Company, you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.
However, the Company need not disregard a vote if it is cast by:
a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.
ProxiesSpecific voting restrictions apply to Key Management Personnel and their closely related parties and are set out under 'Restrictions on voting - Corporations Act' above.
A proxy form accompanies this Notice of Meeting.
A member entitled to attend the AGM and vote has a right to appoint a proxy.
The proxy need not be a member of the Company.
Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the Chair of the meeting.
The appointment of one or more duly appointed proxies will not preclude a member from attending the AGM and voting personally in which case the appointment of proxies by that member will be deemed to have been cancelled prior to the commencement of the meeting.
Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote instead of themselves. An additional proxy form will be supplied by the share registry (Computershare Investor Services Pty Limited) on request by contacting 1300 552 270 or from outside Australia on +61 3 9415 4000. Where two proxies are appointed, both forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes.
Proxy forms must be signed by a member or the member's attorney or, if the member is a corporation, must be signed in accordance with section 127 of the Corporations Act or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of shares (e.g. an attorney), then the relevant authority (e.g. in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to the Company or be enclosed with the proxy form.
To be effective, proxy forms must be received by the Company at its registered office or deposited, posted, faxed or lodged online at the following addresses:The share registry of the Company, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001;
The share registry of the Company, Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or + 61 3 9473 2555 (outside Australia);
www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form; or
Ausenco Limited ABN 31 114 541 114
Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com,
If a body corporate is appointed as proxy, please write the full name of that body corporate (e.g. Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:
appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act; and
provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the AGM.
If no such evidence is received before the AGM, then the body corporate (through its representative) will not be permitted to act as your proxy.
Body corporate representativesA corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the AGM.
A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of Ausenco.
To evidence the authorisation, either a certificate of corporate body representative executed under the common seal of the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required.
The certificate or equivalent document must be produced prior to the AGM.
Ausenco Limited issued this content on 13 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 April 2016 00:41:17 UTC
Original Document: http://www.ausenco.com/news-items/2016-annual-general-meeting
