BRICKWORKS LIMITED Australian Securities Exchange BY ELECTRONIC LODGEMENT
Attention: Companies Department
BY ELECTRONIC LODGEMENT
Dear Sir/Madam,
Please find attached the following documents which will be distributed to Brickworks sharheolders today in relation to the 2015 Full Year Results and Annual General Meeting:
Chairman's Letter
Notice of Meeting
Proxy Form
Review of results for the year ended 31 July 2015
October 2015 Newsletter
Also included in this mailing is the Brickworks 2015 Annual Report, which has been lodged with ASX under separate cover.
Susan Leppinus Company Secretary
Dear Shareholder
Brickworks Limited
ABN. 17 000 028 526
738 - 780 Wallgrove Road Horsley Park NSW 2175
PO Box 6550
Wetherill Park NSW 1851
Tel +61 2 9830 7800
Fax +61 2 9620 1328
info@brickworks.com.au www.brickworks.com.au
On behalf of your Board, I am pleased to invite you to attend the 81st Annual General Meeting of Brickworks Limited on Tuesday 24 November 2015 at the Ballroom, The Establishment, Level 2, 252 George Street, Sydney, NSW commencing at 12.00 noon.
Included with this letter you have received a copy of the Notice of Meeting for the Annual General Meeting and a personalised proxy form for those who may be unable to attend the meeting in person. This proxy form must be lodged in accordance with the instructions contained on that form.
The 2015 AGM will be webcast live if you are unable to attend the meeting. If you are interested in this option, please send us an email at agm2015@brickworks.com.au and we will supply you with the relevant information to allow you to join us.
We are also offering shareholders the opportunity to submit questions in advance of the meeting, in relation to the ordinary business of the Annual General Meeting or the management of the Company. Questions may also be submitted to the external Auditor, providing it is related to the conduct of the audit; the preparation and content of the Auditor's report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; or the independence of the Auditor in relation to the conduct of the audit.
Questions can be submitted at agm2015@brickworks.com.au, or mailed to Company Secretary, Brickworks Ltd, Mezzanine, 50 Carrington Street Sydney, NSW 2000, and should clearly identify your name and SRN or HIN. The Company and the Board will endeavour to provide responses to questions during the AGM, and subsequently make those questions and responses available as part of the presentation on the Brickworks website.
If you will be unable to attend the meeting, a copy of the addresses given by the Managing Director, Mr Lindsay Partridge, and myself, along with results of the voting on the various resolutions, will be posted both on the ASX website (www.asx.com.au) and on the Brickworks Ltd website (www.brickworks.com.au) following the meeting.
Once again, I look forward to meeting those shareholders able to attend in Sydney, and encourage all shareholders to participate in voting on the resolutions as proposed.
Yours faithfully
Robert Millner Chairman Brickworks Limited
NOTICE IS HEREBY given that the ANNUAL GENERAL MEETING of BRICKWORKS LIMITED, will be held at the Ballroom, The Establishment, Level 2, 252 George Street Sydney, NSW, 2000 on Tuesday 24 November 2015 at
12.00 noon (AEDT).
ORDINARY BUSINESS:
Financial Reports
To receive and consider the Financial Report of Brickworks Ltd and the Brickworks Group, and the reports of the
Directors and Auditors thereon, for the financial year ended 31 July 2015.
Remuneration Report
To adopt the remuneration report for the financial year ended 31 July 2015.
Pursuant to section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the directors or the Company, however certain provisions of the Corporations Act, known as the 'two strikes' rule, come into effect if the Remuneration Report resolution receives 'against' votes of 25% or more of the votes cast at two consecutive Annual General Meetings.
Please refer to the attached Explanatory Notes for information regarding voting by key management personnel.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 2.
Re-election of directors.
That Mr R. Millner, who retires as a Director in accordance with section 6.3 of the Company's Constitution
and being eligible for re-election, be re-appointed as a Director.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 3a.
That Mr D. Gilham, who retires as a Director in accordance with section 6.3 of the Company's Constitution
and being eligible for re-election, be re-appointed as a Director.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 3b.
Election of additional Director
That Ms Elizabeth Crouch be appointed as an additional non-executive Director in accordance with section 6.2
of the Company's Constitution.
This resolution 4 was put at the request of a shareholder and the Chairman of the meeting intends to vote all undirected proxies against resolution 4.
Increase in cap on non-executive Directors' Fees
attending the meeting in person or by attorney; or
by proxy (see below); or
by corporate representative in the case of corporate shareholders (see below).
Proxies
(a) A member entitled to attend and vote is entitled to appoint not more than 2 proxies.
(b) Where 2 proxies are appointed and the appointment does not specify the proportion or number of the member's
votes each proxy may exercise, each proxy may exercise half of the votes.
A proxy need not be a member of the Company.
A proxy form must be signed by the member or his or her attorney. Proxies given by corporations must be
signed under seal or under the hand of the authorised officer or attorney.
Proxy forms must be lodged with the Secretary, Brickworks Limited, in accordance with the instructions on the proxy form, not less than 48 hours before the time for holding the meeting. A proxy form accompanies this notice.
the conduct of the audit;
the preparation and content of the auditor's report;
the accounting policies adopted by the Company; and
the independence of the auditor.
Resolution 2: Adopt the remuneration report for the year ended 31 July 2015
The Corporations Act requires listed companies to present their remuneration report for adoption by shareholders at the Company's Annual General Meeting. The vote on this resolution is advisory only, and does not bind the directors or the Company.
The Brickworks' Board is committed to ensuring that the remuneration framework is focused on driving a performance culture and is closely aligned to the achievement of the Company's strategy and business objectives.
During 2014 the Board made a number of changes to its remuneration structure as follows:
Appointed an independent non-executive director as Remuneration Committee Chair (Mr B Crotty)
Appointed an additional independent non-executive director to the Remuneration Committee (Mrs D Page)
Undertook a thorough review of the executive remuneration policy framework to place greater emphasis on
performance whilst maintaining retention
Placed limits on the Short Term Incentive scheme (STI) of 50% of fixed remuneration, with any excess STI earned above this limit added to the LTI component and paid as additional shares through the Brickworks Deferred Employee Share Scheme
Changed the structure of the Long Term Incentive scheme (LTI) so there is no immediate vesting on redundancy or retirement. They will continue to vest progressively over the original 5 year grant period, subject to compliance with employment contract conditions
Reduced rights to termination payments
Tightened restraint payments which will be paid progressively over the restraint period to ensure compliance with
restraint obligations
Following the vote on the Remuneration Report at the Company's 2014 Annual General Meeting, and a review of
the relevant proxy advisor reports, the Board has introduced a number of additional changes as follows:
Enhanced disclosure in the 2015 Remuneration Report, particularly around the payment of short term incentives
to key management personnel (KMP)
Formalised and enhanced disclosure in the 2015 Remuneration Report regarding the performance assessment
of shares under the LTI upon allocation for all KMP
Introduced a new TSR performance measure for the LTI which applies to the Managing Director and the Chief Financial Officer
it is cast by a person referred to above 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 Chairman of 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.
If resolution 4 is passed, that the total amount of fees that may be paid to all non-executive Directors as a whole be increased by $200,000 per annum, to an amount not exceeding $1,200,000 per annum.
Please refer to the attached Explanatory Notes for information regarding voting by key management personnel.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 5 (noting that it will not be effective unless resolution 4 is passed).
BY ORDER OF THE BOARD
S. LEPPINUS Secretary
Entitlement to vote
The Board has determined that for the purpose of determining entitlements to attend and vote at the meeting, shares will be taken to be held by the persons who are the registered holders at 12.00 noon (AEDT) on 22 November 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
How to Vote
Shareholders may vote by either:
Corporate representatives
A member that is a body corporate may appoint an individual to act as its representative at the meeting. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate's behalf, all or any of the powers that the body corporate could exercise at the meeting or in voting on a resolution.
Appointments may be lodged in advance of the meeting at the Company's registered office or share registry (details
on the proxy form), or handed in at the meeting when registering as a corporate representative.
Explanatory statement
This statement explains the items of business to be considered at the meeting and should be read in conjunction with the notice of meeting.
Resolution 1: Receive and consider the financial and other reports
The full year results of Brickworks Ltd are available either in the Annual Report sent to those shareholders who
elected to receive the annual report, or on the Company's website (www.brickworks.com.au).
This item does not require voting by shareholders. It is intended to provide an opportunity for shareholders to raise
questions on the financial reports, and on the performance and management of the Company.
The auditors of the Company, Ernst & Young, will also be present at the meeting, and will be available to answer
any questions relevant to the financial reports, including:
The complete 2015 Remuneration Report can be found in the Annual Report of the Company, forming part of the Directors Report.
Voting exclusion statement
A vote must not be cast (in any capacity) on Resolution 2 by or on behalf of the Company's key management personnel (including the directors) ('KMP'), details of whose remuneration are included in the Remuneration Report or their closely related parties, whether as a shareholder or as a proxy.
However, a vote may be cast on Resolution 2 by a KMP, or a closely related party of a KMP, if the vote is not cast on behalf of a KMP or a closely related party of a KMP and either:
(a) the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 2; or
(b) the vote is cast as a proxy by the Chairman of the Meeting and the proxy form expressly authorises the Chairman to exercise the proxy even though Resolution 2 is connected directly or indirectly with the remuneration of a member of the Brickworks Group's KMP.
Undirected proxy voting by the Chairman of the Meeting
If the Chairman of the Meeting is your proxy or is appointed your proxy by default, and you do not direct your proxy how to vote on Resolution 2 on the proxy form, you will be expressly authorising the Chairman of the Meeting to exercise the proxy even though that resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Brickworks Group or the Chairman of the Meeting is a KMP.
The Directors unanimously recommend that shareholders vote in favour of resolution 2. The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 2.
Resolution 3a: Re-election of Mr R. Millner
Under the Constitution of Brickworks Ltd the term of a Director's appointment is three years, after which that Director must retire as a Director and stand for re-election at the Annual General Meeting of the Company. Details of the skills and experience of Mr R. Millner, as outlined in the Annual Report of the Company, are as follows:
Robert Millner: FAICD
Chairman
Mr R. Millner is the non-executive chairman of the Board. He first joined the Board in 1997 and was appointed chairman in 1999. Mr Millner has extensive corporate and investment experience. He is a member of the Remuneration Committee and the Nomination Committee. Mr R. Millner is not considered by the board to be an independent director due to his directorial relationships with Washington H.Soul Pattinson & Co. Limited, a major shareholder of Brickworks Limited.
Other directorships:
Washington H. Soul Pattinson and Co. Ltd Director since 1984
New Hope Corporation Ltd Director since 1995
TPG Telecom Ltd Director since 2000
BKI Investment Company Ltd Director since 2003
Milton Group Director since 1998
Australian Pharmaceutical Industries Ltd Director since 2000
Souls Private Equity Ltd Appointed 2004, Resigned 2012
The Directors (with Mr R. Millner and Mr Gilham abstaining) support the re-elections and unanimously recommend that shareholders vote in favour of resolution 3a.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 3a.
Resolution 3b: Re-election of Mr D. Gilham
Under the Constitution of Brickworks Ltd the term of a Director's appointment is three years, after which that Director must retire as a Director and stand for re-election at the Annual General Meeting of the Company. Details of the skills and experience of Mr D. Gilham, as outlined in the Annual Report of the Company, are as follows:
D. Gilham: FCILT; FAIM; FAICD Director
Mr Gilham was appointed to the Board of Brickworks in 2003. He has extensive experience in the building products and timber industries. He was previously General Manager of the Building Products Division of Futuris Corporation and Managing Director of Bristile Ltd from 1997 until its acquisition by Brickworks in 2003, and has been involved with various timber companies. He is a member of the Nomination Committee and the Remuneration Committee. Notwithstanding his length of service on the Board, the Board considers Mr Gilham to be an independent director. The Board notes that Mr Gilham while not previously considered independent due to his historic senior executive roles with Bristile Ltd, as that ceased in 2003, the Board considers Mr Gilham is free from any business or other relationships which could materially interfere, or give the appearance of interference, with his ability to exercise independent judgement when acting as a director of Brickworks Limited.
The Directors (with Mr Gilham and Mr R. Millner abstaining) support the re-elections and unanimously recommend that shareholders vote in favour of resolution 3b.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 3b.
Resolution 4: Election of Ms Elizabeth Crouch
On 23 October 2013, Perpetual Investment Management and M.H. Carnegie & Co ('Perpetual/Carnegie') requisitioned a meeting of Brickworks shareholders to be held to consider two proposed transactions to be undertaken by Brickworks and Washington H. Soul Pattinson & Company Limited ('SOL') and the election of Ms Elizabeth Crouch as a director.
Following numerous extensions of the date of that meeting, Perpetual/Carnegie agreed for the meeting to be cancelled on 20 February 2015 on the condition that a resolution to elect Ms Elizabeth Crouch as a director be put to this Annual General Meeting.
The following statement in relation to this resolution has been included at the request of Perpetual Investment Management:
Appointment of a new independent Director
Perpetual Investment proposal
Perpetual Investment Management Limited (Perpetual Investment) is a significant and long term shareholder in Brickworks. Perpetual Investment is seeking the approval of Brickworks shareholders to the appointment of Ms. Elizabeth Crouch as an additional independent director of Brickworks.
Perpetual Investment considers that the appointment of Ms. Crouch will improve the current composition of the Brickworks board in terms of independence and gender diversity, consistent with ASX Corporate Governance Principles. In addition, Ms. Crouch has significant experience in building, construction and infrastructure, including previous roles with the Housing Industry Association.
The ASX Corporate Governance Principles recommends that 'A majority of the board of a listed entity should be independent directors' (Recommendation 2.4). Perpetual Investment considers that the majority of the current Brickworks board is not independent. Further, Perpetual Investment considers that adding Ms. Crouch as a new independent director will improve the decision making ability of the board as a whole.
Relevantly, the ASX Corporate Governance Principles state 'Having a majority of independent directors makes it harder for any individual or small group of individuals to dominate the board's decision-making and maximises the likelihood that the decisions of the board will reflect the best interests of the entity and its security holders generally and not be biased towards the interests of management or any other person or group with whom a non-independent director may be associated.'
In addition, the ASX Corporate Governance Principles recommend that a listed entity should have a diversity policy which includes measurable objectives for achieving gender diversity and should disclose as at the end of each reporting period its progress towards achieving its gender diversity objectives (Recommendation 1.5). The Principles go on to state that 'research has shown that increased gender diversity on boards is associated with better financial performance'.
Currently, Ms. Deborah Page is the only woman on the Brickworks board. The appointment of Ms. Crouch as a new independent director will improve the gender diversity of the board.
Perpetual Investment considers that the appointment of Ms. Crouch to the board is in the best interests of Brickworks shareholders and that the resolution should be supported by all voting shareholders.
Credentials and Experience of Ms. Crouch
Ms. Crouch is a professional public company director who has been involved with public company boards
for over a decade, in addition to holding a number of significant appointments to government.
She has vast experience in the practical application of corporate governance principles and enterprise risk management, and also has significant experience in building, construction and infrastructure. Ms. Crouch spent 16 years with the Commonwealth government before moving into the private sector.
Previously, her roles included Non-Executive Director of Chandler Macleod Group (where she was Chair of the Audit, Risk & Compliance Committee) (2010 to 2015), Chair of the National Occupational Licensing Authority (2012 to 2014), Chair of RailCorp (2010 to 2012), Deputy Chair of the Central Sydney Planning Committee (2007 to 2009), Chief Executive and Executive Director of the Housing Industry Association (1998 to 2007), and Member of the Building Products Innovation Council (2003 to 2006).
Currently, Ms Crouch is Deputy Chancellor of Macquarie University (where she Chairs the Finance & Facilities Committee and is a Member of the Remuneration & Nominations Committee) and Director of Macquarie University Hospital. Ms. Crouch chairs a number of Audit & Risk Committees in the health, finance and transport sectors and is also a mentor and facilitator for the Orijen Group.
Ms. Crouch is a Fellow of Australian Institute of Company Directors, and a Member of Women on Boards. She holds a Bachelor of Economics degree.
The Board of the Company currently comprises seven Directors. The Directors consider that a Board of this size is appropriate for an entity of the Company's size and circumstances. For the reasons outlined above, the Directors support the re-election of Mr R. Millner and Mr D. Gilham as Directors of the Company.
In accordance with the ASX Corporate Governance Principles, the Board has considered the independence of each Director and has determined that four of the seven Directors comprising the Board are independent within the
meaning of the ASX Corporate Governance Principles. As such, the Board considers that the Company satisfies the
ASX corporate governance best practice principle that a majority of the Board should be independent directors.
The non-executive directors, acting as a nomination committee, regularly assess the skills, experience and diversity required collectively for the Board to effectively fulfil its role. The nomination committee has recently undertaken a review of the skills and experience of the Board and is of the view that the Board is currently sufficiently resourced
to effectively fulfil its role. The Board also takes diversity seriously and when a board vacancy next arises, the nomination committee will have regard to the Company's diversity policy and will ensure that the male and female candidates with the best skills and experience for the vacant position are considered.
The Board and the nomination committee therefore do not consider that the appointment of Ms Crouch is necessary at this time to improve the current composition of the Board in terms of independence or gender diversity. Having regard to the existing size and composition of the Board and the additional costs associated with the appointment
of an additional director (both in terms of fees and reimbursement of expenses), the Directors do not support the appointment of Ms Crouch as a Director of the Company.
The Directors recommend that shareholders vote against resolution 4.
The Chairman of the meeting intends to vote all undirected proxies against resolution 4.
Resolution 5: Increase in cap on non-executive Directors' fees
The current cap on non-executive directors' fees was approved at the 2014 Annual General Meeting. That cap restricts the amount that may be paid to the non-executive directors to $1,000,000 per annum. The amount was calculated based on 6 non-executive directors and is sufficient to cover the fees payable to 6 non-executive directors together with additional space for contingencies and future increases in fees in line with market rates.
If resolution 4 is passed, an increase in the cap on non-executive directors' fees will be required as a result of the number of non-executive directors increasing to 7 and to allow for reasonable contingencies and future increases in fees in line with market rates. This resolution is dependent on resolution 4 being passed. No increase in the non- executive directors' fee cap is necessary at this time if resolution 4 is not passed.
This resolution proposes to increase the maximum aggregate amount of fees that may be paid to all non-executive directors by $200,000 per annum to $1,200,000 per annum.
In accordance with Listing Rule 10.17, the total aggregate amount of directors' fees that may be paid to all non- executive directors cannot be increased without the approval of Brickworks' shareholders.
Information required to be disclosed by Listing Rule 10.17
No securities have been issued to a non-executive director under Listing Rule 10.11 or 10.14 with the approval of
the holders of the Company's ordinary shares at any time within the last 3 years.
Voting exclusion statement
A vote must not be cast on Resolution 5 by a member of the Company's KMP or a closely related party of a KMP acting as proxy, if the appointment does not specify the way the proxy is to vote on Resolution 5. However, this voting exclusion does not apply if the member of the Company's KMP is the Chairman of the Meeting acting as proxy and their appointment expressly authorises the Chairman of the Meeting to exercise the proxy even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the Company's KMP.
As required by the ASX Listing Rules, the Company will disregard any votes cast on Resolution 5 by any Director of the Company and any associate of a director of the Company. However, the Company need not disregard a vote if:
In accordance with the instructions on the Proxy Form, if the Chairman is your proxy and you do not direct the Chairman on how to vote in respect of Resolution 5, you will be taken to have directed the Chairman to vote as the Chairman sees fit on Resolution 5.
The Directors unanimously recommend that shareholders vote in favour of resolution 5. This resolution will only be effective if resolution 4 is passed.
The Chairman of the meeting intends to vote all undirected proxies in favour of resolution 5, if resolution 4 is passed. This resolution will only be effective if resolution 4 is passed.
738 - 780 Wallgrove Road, Horsley Park NSW 2175
PO Box 6550, Wetherill Park NSW 1851
Telephone: 61 2 9830 7800 Fax: 61 2 9620 1328
www.brickworks.com.au Email: info@brickworks.com.au
*S00000112Q01*
T 000001 000 BKW
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote:
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Follow the instructions on the secure website to vote. Vote and view the annual report online • Go to www.investorvote.com.au or scan the QR Code with your mobile device. • |
Your access information that you will need to vote: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. |
For your vote to be effective it must be received by 12.00 noon (AEDT) Sunday 22 November 2015
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that
person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate 'Certificate of Appointment of Corporate Representative' prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, 'Printable Forms'.
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE,
or turn over to complete the form
Samples/000001/000001/i12
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the
correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise
your broker of any changes.
I 9999999999
I ND
Proxy Form Please mark to indicate your directions
STEP 1
Appoint a Proxy to Vote on Your Behalf XX
I/We being a member/s of Brickworks Limited hereby appoint
the Chairman OR of the Meeting
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Brickworks Limited to be held at the Ballroom, The Establishment, Level 2, 252 George Street, Sydney NSW 2000 on Tuesday 24 November 2015 at 12.00 noon (AEDT) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 5 (except where I/we have indicated a different voting intention below) even though Items 2 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2 and 5 by marking the appropriate box in step 2 below.
STEP 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
The Directors (with Mr R. Millner and Mr D. Gilham abstaining on the re-election resolutions) recommend that you vote in favour of Items 2, 3a, 3b and 5 and against Item 4. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 2, 3a, 3b and 5 and against Item 4. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
2 | To adopt the remuneration report for the financial year ended 31 July 2015 |
3a | Re-election of Mr R. Millner as a Director |
3b | Re-election of Mr D. Gilham as a Director |
4 | Election of Ms Elizabeth Crouch as a Director |
5 Increase in cap on non-executive Directors' Fees (This resolution 5 will not be effective unless resolution 4 is passed) | |
FOR
FOR
FOR
AGAINST
FOR
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name
Contact
Daytime / /
Telephone Date
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