WEBSTER LIMITED Webster Limited ABN 23 009 476 000
Thursday, 19th November 2015
Australian Institute of Company Directors NSW Business Centre
'Waratah Room' Level 1, 20 Bond Street
Sydney, New South Wales Commencing at 11.00am
This Notice of Annual General Meeting and Explanatory Notes is an important document. Please read it carefully.
If you are unable to attend the Annual General Meeting, please complete the enclosed Proxy Form and return it in accordance with the instructions set out on that form.
Webster Limited ABN 23 009 476 000
Dear Shareholder,
I have pleasure in inviting you to attend the one hundred and fifth Annual General Meeting (AGM) of Webster Limited, to be held on Thursday 19 November 2015, at the Australian Institute of Company Directors NSW Business Centre, Level 1, 20 Bond Street, Sydney, New South Wales commencing at 11:00am.
Enclosed is a Notice of Annual General Meeting, which sets out the items of business. Explanatory notes, which form part of the accompanying Notice of AGM, have been prepared to assist you in understanding the items of business.
At the meeting I will take the opportunity to update shareholders on the Company's achievements and challenges during 2015.
If you have elected to receive the Annual Report, please find a copy enclosed. The Annual Report contains the Company's financial report for the year ended 30 June 2015, the Directors' Report, including the Remuneration Report, and the Auditor's Report. These will be tabled and considered at the AGM. If you have not elected to receive the Annual Report, an electronic copy is available on the company's website at www.websterltd.com.au.
The AGM will commence at 11:00am, but you will be able to register from 10:30am.
If you are unable to attend, I encourage you to participate by completing and returning the enclosed proxy form. I look forward to seeing you at the AGM.
Yours sincerely
Richard Haire Chairman
8 October 2015
NOTICE OF 2015 ANNUAL GENERAL MEETINGITEM 3: RE-ELECTION OF DIRECTOR
Notice is hereby given that the 2015 Annual General Meeting of Webster Limited ACN 009 476 000 ('Webster' or 'the Company') will be held on Thursday 19 November 2015 at the Australian Institute of Company Directors NSW Business Centre, 'Waratah Room', Level 1, 20 Bond Street, Sydney, New South Wales commencing at 11:00am.
BUSINESS
ITEM 1: FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Financial Report, Directors' Report and Auditor's Report for the Company and its controlled entities for the financial year ended 30 June 2015.
ITEM 2: REMUNERATION REPORT
To consider the Remuneration Report of the Company for the financial year ended 30 June 2015. The Remuneration Report is set out on pages 23 to 27 of the 2015 Annual Report.
Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting exclusion statement in respect of Item 2: The Company will disregard any votes cast (in any capacity) on Item 2 by or on behalf of a member of the Key Management Personnel (KMP) or a KMP's closely related party unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form. Closely related party is defined in the Corporations Act 2001 and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.
The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote 'against' or 'abstain' you should mark the relevant box in the attached proxy form.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution.
'That Mr B D Cushing, a Director retiring in accordance with Article 58 of the Constitution, and being eligible, is re-elected as a Director of the Company.'
ITEM 4: RE-ELECTION OF DIRECTOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution.
'That Mr D W Robinson, a Director retiring in accordance with Article 57 of the Constitution, and being eligible, is re-elected as a Director of the Company.'
By Order of the Board
Andrew Reilly Company Secretary 8 October 2015
INFORMATION FOR SHAREHOLDERSThe Directors have determined under regulation
7.11.37 of the Corporations Regulations 2001 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 registered holders at 07:00pm (AEDST) on Tuesday, 17 November 2015.
Accordingly share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
Admission to AGM
If you are attending the AGM, please bring your personalised proxy form with you. If you do not bring your proxy form with you, you will still be able to attend the AGM.
In accordance with section 250D of the Corporations Act, a corporate shareholder is required to appoint an individual as its representative to exercise its powers at the AGM. Corporate representatives are requested to bring a copy of the letter of representation pursuant to which they were appointed. If satisfactory evidence of the appointment of the corporate representative is not received, then the representative will not be permitted to act on behalf of the corporate shareholder.
Appointing a Proxy
If you are entitled to attend and vote at the AGM, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and can be either an individual or a body corporate. If you appoint a proxy you may direct your proxy how to vote by following the instructions on the proxy form.
A shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies. If a member appoints two proxies, neither proxy may vote on a show of hands. Where two proxies are appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. Fractions of votes will be disregarded.
If a shareholder appoints a body corporate, that body corporate will need to ensure it appoints an individual as its corporate representative to exercise its powers at the AGM. Evidence of corporate representative appointments will be required.
The Chairman of the meeting may exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel (KMP) of the Company whose remuneration details are included in the remuneration report or a closely related party of such a member as long as the vote is not cast on behalf of such a member.
Important information in respect of proxy voting on Item 2 (Remuneration Report)
The KMP of the Company and their closely related parties will not be able to vote your proxy on Item 2 unless you direct them how to vote. If you intend to appoint a member of the KMP as your proxy, please ensure that you direct them how to vote in relation to Item 2.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the boxes for Item 2.
If you appoint the Chairman as your proxy, the Chairman may cast your vote on Item 2 where the proxy form does not specify the way the proxy is to exercise the vote and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP.
The Chairman intends to vote all available proxies in favour of Item 2.
Lodging your Proxy
Any duly executed Appointment of Proxy Form and the power of attorney (if the proxy form is signed by the appointor's attorney) or other authority under which it is signed or a copy of that power or authority certified as a true copy by statutory declaration must be received at an address given below no later than 11.00am (AEDT) on Tuesday, 17 November 2015. Any Appointment of Proxy Form received after that time will not be valid for the scheduled Annual General Meeting.
The Appointment of Proxy Form accompanying this Notice of Annual General Meeting may be lodged using the reply paid envelope or:
Online Voting
To be valid, the proxy form, and any authority under which the form is signed, must be received by the Company or the Company's Share Registry prior to 11.00am (AEDT) on 17 November 2015 Vote online: www.investorvote.com.au
You may submit your proxy online by using your smartphone or by visiting www.investorvote.com.au. To use this option, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website. To use your smartphone voting service, scan the QR code which appears on the top of your proxy form and follow the instructions provided. To scan the code you need to have already downloaded a free QR code reader app to your smartphone. When scanned, the QR code will take you directly to the mobile voting site. A proxy cannot be appointed electronically if they are appointed under a Power of Attorney or similar authority. The online proxy facility may not be suitable for shareholders who wish to appoint two proxies with different voting directions. Please read the instructions for online proxy submissions carefully before you lodge your proxy.
In person
Registered Office
148 Colinroobie Road, Leeton, NSW, Australia 2705
Share Registry
Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia 3067
By mail
Registered Office
148 Colinroobie Road, Leeton, NSW, Australia 2705
Share Registry
Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, Australia, 3001
By fax
Registered Office - 61 2 6951 3001
Share Registry - 1800 783 447 (within Australia)
or 61 3 9473 2555 (outside Australia)
Custodian Voting - For intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.
If you appoint a proxy, you may still attend the Annual General Meeting. However, your proxy's rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Annual General Meeting.
Required majority
The resolutions described for each item of business in this notice are ordinary resolutions. Each will be passed if more than 50% of votes cast by shareholders entitled to vote on the resolution are in favour of the resolution.
EXPLANATORY NOTESThese Explanatory Notes are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions in the accompanying Notice of Meeting.
The Directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.
ITEM 1: FINANCIAL STATEMENTS AND REPORTS
Section 317 of the Corporations Act 2001 requires the Company's Financial Report, Directors' Report and Auditor's Report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Company's Constitution for members to approve the Financial Report, the Directors' Report or the Auditor's Report.
Shareholders will have a reasonable opportunity at the meeting to ask questions and make comments on these reports, and on the business and operations of the Company.
The Company's auditor will also attend the meeting and will be available to answer questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.
The Financial Report and the Directors' and Auditor's Reports relate to the Company's financial year ended 30 June 2015.
ITEM 2: REMUNERATION REPORT
As required by the Corporations Act, the Board is presenting the Company's Remuneration Report to shareholders for consideration and adoption by a non-binding vote.
The Remuneration Report is included in the Directors' Report and set out on pages 23 to 27 of the 2015 Annual Report.
The Remuneration Report:
describes the policies behind, and structure of, the remuneration arrangements of the Company;
explains the relationship between the Company's remuneration policies and the Company's performance; and
provides remuneration details for each Director and for key management personnel/specified senior executive
Shareholders will be given the opportunity to ask questions and to make comments on the Remuneration Report at the meeting.
The vote on the resolution with respect to the adoption of the Remuneration Report is advisory only and does not bind the Company or its Directors. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.
A voting exclusion applies to this item of business, as set out in the Notice of Meeting.
If 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM's, shareholders will be required to vote at the second of those AGM's on a resolution (a 'spill resolution') that another meeting be held at which all of the Company's Directors other than the Managing Director stand for election. If more than 50% of shareholders vote in favour of the spill resolution the Company must convene an extraordinary general meeting within 90 days of the second AGM.
Webster encourages all shareholders to cast their votes on this resolution. The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote 'against' or 'abstain' you should mark the relevant box in the attached proxy form.
Board Recommendation
The Directors recommend that shareholders vote in favour of the adoption of the Remuneration Report.
ITEM 3: RE-ELECTION OF DIRECTOR
Re-election of Mr David Cushing as Director
Mr Cushing retires at the 2015 AGM in accordance with Article 58 of the Company's Constitution.
Mr Cushing is Executive Chairman of Rural Equities Limited, one of New Zealand's largest rural property companies, and is also a director of the private investment company H & G Limited. Mr Cushing was formerly an investment banker with National Australia Bank Limited subsidiary, Bank of New Zealand.
Mr Cushing was previously a director of NZX listed NPT Limited, a commercial property company, horticultural company Fruitfed Supplies Limited, rural services company Williams & Kettle Limited and New Zealand Farming Systems Uruguay Limited. He has also acted as an alternate director of rural services and seed company PGG Wrightson Limited.
Board Recommendation
The Directors (other than Mr Cushing) recommend that shareholders vote in favour of the re-election of Mr Cushing.
ITEM 4: RE-ELECTION OF DIRECTOR
Re-election of Mr David Robinson as Director
Mr Robinson re-joined the Board on 17 December 2014. Mr Robinson was appointed under Article 57 of the Company's Constitution to fill a casual vacancy on the Board. Therefore in accordance with Article 57, Mr Robinson must retire and seek re- election at the AGM following his appointment, being the 2015 AGM.
Mr Robinson was appointed as a non-executive director of the Webster Limited in June 2005 until November 2008. He held the role of Chairman of the company from August 2007 to November 2008.
Mr Robinson has 30 years' experience in large irrigated and broad acre farming as Principal of Red Mill Pastoral Company and Moreton Pastoral Company. He is the Executive Chairman of Australian Food and Fibre Limited. Mr Robinson has also held the offices of Chairman of Bengerang Limited and Deputy Chairman of Cotton Australia Limited.
Board Recommendation
The Directors (other than Mr Robinson) recommend that shareholders vote in favour of the re-election of Mr Robinson.
Webster Limited ABN 23 009 476 000
*S00000112Q01*
T 000001 000 WBA
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote:
Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505
(outside Australia) +61 3 9415 4000
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 11.00am (AEDT) Tuesday 17 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
STEP 1
Appoint a Proxy to Vote on Your Behalf XX
I/We being a member/s of Webster 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 Webster Limited to be held at the Australian Institute of Company Directors NSW Business Centre, Level 1, 20 Bond Street, Sydney, New South Wales on Thursday, 19 November 2015 at 11.00am (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 Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is 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 Item 2 by marking the appropriate box in step 2 below.
STEP 2 Items of Business
For
Against
Abstain
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.
Item 2 | Remuneration Report |
Item 3 | Re-election of Mr David Cushing as Director |
Item 4 | Re-election of Mr David Robinson as Director |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. 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.
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
W B A 9 9 9 9 9 9 A
*M00000212Q02*
Webster Limited ABN 23 009 476 000
T 000002 000 WBARM
MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030
Dear Securityholder,
We have been trying to contact you in connection with your securityholding in Webster Limited. Unfortunately, our correspondence has been returned to us marked 'Unknown at the current address'. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors' report and auditor's report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.
You are requested to include the following;
> Securityholder Reference Number (SRN);
> ASX trading code;
> Name of company in which security is held;
> Old address; and
> New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at: Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001 Australia
Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
Webster Limited
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