Globe International : 23/09/16 - Notice of Annual General Meeting 2016

NOTICE OF ANNUAL GENERAL MEETING GLOBE INTERNATIONAL LTD

ABN 65 007 066 033

Notice is hereby given that the Annual General Meeting ("AGM") of shareholders of GLOBE INTERNATIONAL LIMITED ("the Company") will be held at the Company's registered office at 1 Fennell Street , Port Melbourne, Victoria on Wednesday, 26 October 2016 commencing at 1.00 pm AEDT.

AGENDA ORDINARY BUSINESS

1. Financial, Directors' and Audit Reports

   To receive and consider the Financial Report (which includes the financial statements and Directors' declaration), the Directors' Report and the Auditor's Report for the year ended 30 June 2016.

2. Remuneration Report

   To adopt the Remuneration Report (which is contained in pages 34 to 40 of the Annual Report) for the year ended 30 June 2016. (See Explanatory Notes 6, 8 and 9).

   Note: the vote on this resolution is advisory only and does not bind the directors or the Company.
3. Election of a director of the Company

   To elect a director of the Company:

   Mr Peter Hill retires in accordance with article 58 of the Company's constitution and, being eligible, offers himself for re- election.

   Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 7.

4. Special meeting to be held within 90 days ('Spill Resolution")

   To consider in accordance with section 250V of the Corporations Act 2001 (Cth), the following resolution:

   "That subject to at least 25% of the votes cast in respect of Item 2 (Remuneration Report) being cast against the adoption of the Remuneration Report:

5. another meeting of the Company's shareholders ("spill meeting") be convened within 90 days of the date of this meeting which is immediately after the conclusion of this AGM;

6. all of the company's directors who are directors of the Company when Items 1 and 2 above are considered at this AGM cease to hold office immediately before the end of the spill meeting and;

7. resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to a vote at the spill meeting."

8. Note: This resolution will only be put if the Company receives its "second strike" under the "two strikes" legislation on its Remuneration Report - that is if at least 25% of the votes cast on the resolution that the Remuneration Report be adopted are against adoption of the report (see Explanatory Notes 6, 8 and 9).

   By order of the Board

   Gerhard Correa Company Secretary

   Melbourne, 23 September 2016

   EXPLANATORY NOTES
9. VOTING

   Ordinary resolutions require the support of more than 50% of those shareholders voting in person, by proxy, representative or attorney.

   Every resolution will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company's constitution.

   On the show of hands, every shareholder who is present in person or by proxy, representative or attorney, will have one vote.

10. VOTING ENTITLEMENT

    The directors of the Company have determined that, for the purpose of voting at the AGM, shares will taken to be held by the registered holder at 7.00pm AEDT, on Monday, 24 October 2016.

11. PROXIES

    In accordance with section 249L of the Corporations Act 2001 (Cth):

12. A shareholder who is entitled to attend and vote at the AGM may appoint a proxy. A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that 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 2001 (Cth); and

    • provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

      If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

13. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the shareholder's voting rights that each proxy may exercise, each proxy may exercise half of the shareholder's votes.

14. A proxy need not be a shareholder.

    The proxy form (and, if the appointment is signed by the appointer's attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company's share registry, Link Market Services Limited, by 1.00pm AEDT on Monday, 24 October 2016.

    The completed proxy form may be:

    Mailed/delivered to the Company's share registry, Link Market Services Limited at: Street Address:

    Level 12, 680 George Street

    SYDNEY NSW 2000

    Postal Address: Locked Bag A14

    SYDNEY SOUTH NSW 1235

    Faxed to Link Market Services Limited on Fax: [phone] Lodged online at www.linkmarketservices.com.au

    EXPLANATORY NOTES (CONT'D)
15. CORPORATE REPRESENTATIVES

    A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001(Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth). The certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The Company will retain the certificate.

16. ANNUAL REPORT

    The Financial Report (which includes the financial statements and Directors' declaration), the Directors' Report and the Auditor's Report are included in the 2016 Annual Report.

    In accordance with legislation, hard copies of the Annual Report have only been sent to those shareholders who have elected to receive one. The Annual Report can be viewed or downloaded online on Globe's website at www.globecorporate.com.

17. REMUNERATION REPORT

    Section 250R of the Corporations Act 2001 (Cth) requires a publicly listed company to put a resolution to shareholders to adopt the company's Remuneration Report. Please note the following comments in respect of this resolution.

18. The vote on the resolution is advisory only and does not bind the directors or the Company. However under the "two strikes" legislation which came into effect on 1 July 2011, a "first strike" is triggered if at least 25% of the votes cast at the annual general meeting are against the adoption of the Remuneration Report. If in the following year at least 25% of the votes cast are again against adoption a "second strike" will be triggered and the Company is required to put to shareholders a "spill" resolution. If the "spill" resolution is passed the company must within 90 days hold an additional meeting (a spill meeting) under which all directors are deemed to vacate the office as a director of the Company and persons including those directors may be appointed to the board of the Company.

19. At the Company's 2015 AGM a "first strike" was recorded against the Company's remuneration report. Accordingly, the Company is required to put to the shareholders at this AGM a resolution ("spill resolution") proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company. A spill resolution has been included on the Agenda (see Item 4 on Agenda).

    There will be an opportunity for shareholders at the meeting to comment on, and ask questions about the Remuneration Report prior to voting on the resolution relating to this Item 3.

    The directors of the Company strongly recommend that shareholders vote to adopt the Remuneration Report. The nature of the Company's share register means that shareholders holding many shares are excluded from casting votes on this resolution by reason of being key management personnel or closely related parties (see Explanatory Note 9). This means that a relatively small number of votes is all that is necessary in order for 25% of the votes cast to be against the resolution. Directors of the Company are particularly concerned that votes are being cast against the Remuneration Report for reasons that are not directly related to the Company's remuneration strategy.

20. INFORMATION ABOUT THE CANDIDATE TO BE ELECTED AS A DIRECTOR Mr Peter Hill

    Peter Hill co-founded Globe in 1984 and maintains a significant shareholding in the business. He is a

    major contributor to the strategic market direction and brand development of the business with a particular emphasis on Asian sourcing and distribution where he is based. Peter is a former skateboarding champion and maintains an extensive interest in extreme action sports and motorsports.

    Recommendation: Other than Mr Peter Hill, the board of the Company strongly recommends that shareholders vote in favour of the re-election of Mr Peter Hill. EXPLANATORY NOTES (CONT'D)
21. SPILL RESOLUTION

    This resolution will be put to the meeting only if the Company receives a "second strike" on its Remuneration Report as explained in Explanatory Note 6 above.

    If more than 50% of the shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting ("spill meeting") within 90 days of the 2016 AGM. All of the directors of the Company who were in office when the 2016 Directors Report was approved will cease to hold office immediately before the end of the spill meeting, but may stand for re-election at the spill meeting. Following the spill meeting those persons whose election or re-election as directors is approved will be the directors of the Company.

    Shareholders should be aware however that in the past the convening of a spill meeting has resulted in the Company incurring material additional expense in conducting a meeting as well as disruption and distraction to senior management's focus on core business operations. Accordingly in the best interests of shareholders and the Company, to avoid this situation from recurring the directors of the Company have decided to convene the spill meeting immediately after the conclusion of the 2016 AGM which will be held only in the event that the spill resolution is passed. Moreover shareholders should note that there are no voting exclusions applicable to resolutions appointing directors at the spill meeting. This would mean there is no barrier to the existing major shareholders of the company exercising their voting rights to reappoint the existing directors of the Company without any changes to the composition of the board.

    The directors of the Company strongly recommend that shareholders vote against the spill resolution.

22. VOTING EXCLUSION STATEMENT

    Under the "two strikes" legislation, in relation to the resolutions to be passed on Item 2 "Remuneration Report" and Item 4 "Spill Resolution" on the Agenda, a vote must not be cast (under any capacity) by or on behalf of a key management person ("KMP") of the Company and their closely related parties whether as a shareholder or as a proxy. A KMP includes a director of the Company. However a vote may be cast on Items 2 and 4 by a KMP or a closely related party if:

23. The vote is cast as a proxy appointed in writing that specifies how the proxy is to vote and the vote is not cast on behalf of a KMP or a closely related party of a KMP; or

24. The vote is cast as a proxy by the Chair of the meeting not on behalf of a KMP or a closely related party of a KMP and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution but expressly authorises the Chair to exercise the proxy even if the resolution connected is directly or indirectly with the remuneration of a member of the key management personnel.

25. The Chair intends to vote all undirected proxies in favour of the adoption of the Remuneration Report.

    The Company will disregard any votes cast on Items 2 and 4 on the Agenda by a KMP or a closely related party, which have not been cast in accordance with this voting exclusion statement.