1 AUSTRALIAN SHAREHOLDERS’ ASSOCIATION LIMITED ABN 40 000 625 669 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the Australian Shareholders’ Association Limited will be held at 4pm on Tuesday 16 June 2020. As this Association is a non-essential business and following on from the Government’s guidelines the 2020 AGM will be a virtual AGM (with no physical attendance). This will allow the participation of members from around the country. We thank Lumi for supporting the ASA by providing us with the facilities to conduct a virtual AGM. ASA is a longstanding champion of the AGM as the forum where boards are required to front shareholders and give them the opportunity to ask questions. It is a key aspect of good corporate governance. A hybrid AGM allows both shareholders in the room and those far distant to hear from directors, ask questions and vote. It provides for participation by all shareholders, not just some. Unfortunately, a hybrid meeting will not be possible this year unless the social distancing rules are relaxed by the date of the AGM. However, when participating online, you will be able to view the meeting procedures, ask questions of the Board and vote. Only financial members will be eligible to vote. With Lumi's assistance, ASA will also be opening proxy lodgment for financial members prior to the meeting. This will mean that members can record their votes in the Lumi app prior to the meeting instead of sending a proxy form. If a member attends the meeting online, this vote will still be considered valid and will only be superseded if the member explicitly appoints a proxy and votes through that proxy. Members can change their lodged votes until the resolution closes during the meeting and any change will be recorded and amended in Lumi's database. ASA has defined some basic steps for participating in the AGM below but detailed instructions and an online handout will be provided to members closer to the meeting date with clear information on what they need to do when participating in this AGM whether in hybrid or virtual mode. Steps for participation in hybrid/virtual AGM 1. Members physically attending the AGM (in the event that Government regulations allow) will have the choice of using their own smart phone or device. 2. ASA members participating in the meeting on-line will need to have a smart phone or tablet or computer that is sound enabled, has built in speakers or connected to speakers or headphones. On this device, attendees can either a. Download the Lumi AGM App onto your smart-phone or tablet. The app is available in Android and iOS only and can be downloaded from the Google Play Store™ Market or the Apple® App Store by searching by app name “Lumi AGM”. It is recommended that you download the Lumi AGM App in advance of the meeting day. b. Or access Lumi AGM using any web browser, on a PC, tablet or smart-phone device. To vote using this method, please go to https://web.lumiagm.com by typing this address in your browser 3. Registration of members will commence from 3:00pm AEST (2:30pm ACST and 1:00pm AWST). You will be asked to enter a Meeting ID to register. The Meeting ID is 336-122-513. 4. You will then be prompted to enter a user-name and password. a. Your user-name is your unique member number — we are emailing each member with this number, so please look out for the email from the ASA Board on or after 15 May 2020. b. Your password is your postcode as recorded in our database. 5. When successfully authenticated, you will be directed to the Home Screen. 6. Instructions on asking questions and voting are in the Explanatory Memorandum with additional details available on our website.
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AUSTRALIAN SHAREHOLDERS’ ASSOCIATION LIMITED ABN 40 000 625 669
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Australian Shareholders’ Association Limited will be held at 4pm on Tuesday 16 June 2020. As this Association is a non-essential business and following on from the Government’s guidelines the 2020 AGM will be a virtual AGM (with no physical attendance). This will allow the participation of members from around the country. We thank Lumi for supporting the ASA by providing us with the facilities to conduct a virtual AGM.
ASA is a longstanding champion of the AGM as the forum where boards are required to front shareholders and give them the opportunity to ask questions. It is a key aspect of good corporate governance. A hybrid AGM allows both shareholders in the room and those far distant to hear from directors, ask questions and vote. It provides for participation by all shareholders, not just some. Unfortunately, a hybrid meeting will not be possible this year unless the social distancing rules are relaxed by the date of the AGM.
However, when participating online, you will be able to view the meeting procedures, ask questions of the Board and vote. Only financial members will be eligible to vote. With Lumi's assistance, ASA will also be opening proxy lodgment for financial members prior to the meeting. This will mean that members can record their votes in the Lumi app prior to the meeting instead of sending a proxy form. If a member attends the meeting online, this vote will still be considered valid and will only be superseded if the member explicitly appoints a proxy and votes through that proxy. Members can change their lodged votes until the resolution closes during the meeting and any change will be recorded and amended in Lumi's database.
ASA has defined some basic steps for participating in the AGM below but detailed instructions and an online handout will be provided to members closer to the meeting date with clear information on what they need to do when participating in this AGM whether in hybrid or virtual mode.
Steps for participation in hybrid/virtual AGM
1. Members physically attending the AGM (in the event that Government regulations allow) will havethe choice of using their own smart phone or device.
2. ASA members participating in the meeting on-line will need to have a smart phone or tablet orcomputer that is sound enabled, has built in speakers or connected to speakers or headphones. Onthis device, attendees can either
a. Download the Lumi AGM App onto your smart-phone or tablet. The app is available inAndroid and iOS only and can be downloaded from the Google Play Store™ Market or theApple® App Store by searching by app name “Lumi AGM”. It is recommended that youdownload the Lumi AGM App in advance of the meeting day.
b. Or access Lumi AGM using any web browser, on a PC, tablet or smart-phone device. Tovote using this method, please go to https://web.lumiagm.com by typing this address inyour browser
3. Registration of members will commence from 3:00pm AEST (2:30pm ACST and 1:00pm AWST). Youwill be asked to enter a Meeting ID to register. The Meeting ID is 336-122-513.
4. You will then be prompted to enter a user-name and password.
a. Your user-name is your unique member number — we are emailing each member with thisnumber, so please look out for the email from the ASA Board on or after 15 May 2020.
b. Your password is your postcode as recorded in our database.5. When successfully authenticated, you will be directed to the Home Screen.6. Instructions on asking questions and voting are in the Explanatory Memorandum with additional
details available on our website.
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By Order of the Board Ann PhillipsCompany Secretary4 May 2020
ORDINARY BUSINESS
Financial and other reports To receive and consider the financial reports of the Association and the reports of the Directors and the Auditors for the year ended 31 December 2019.
Resolution 1 – Re-election of Mr.David FletcherTo consider, and if thought appropriate, pass the following resolution as an ordinary resolution.
“Mr. David Fletcher, having been appointed to the board on 24 October 2016, retires and, being eligible and offering himself for election, be re-elected as a Director of the Company.”
The Board has interviewed the candidate standing for re-election. After careful consideration, the board (with the exclusion of the director seeking re-election) recommends members vote FOR the re-election of the director.
Resolution 2 – Election of Mr. Andrew KearnanTo consider, and if thought appropriate, pass the following resolution as an ordinary resolution.
“Mr. Andrew Kearnan, having been appointed to the board on 27 February 2020, retires and, being eligible and offering himself for election, be elected as a Director of the Company.”
The Board has interviewed the candidate standing for election. After careful consideration, the board (with the exclusion of the director seeking election) recommends members vote FOR the election of the director.
Resolution 3 - Election of Mr. Steven MabbTo consider, and if thought appropriate, pass the following resolution as an ordinary resolution.
“Mr. Steven Mabb, being eligible and offering himself for election, be elected as a Director of the Company.”
The Board has interviewed the candidate standing for election. After careful consideration, the board recommends members vote FOR the election of the director.
Resolution 4 - Election of Mr. David AllenTo consider, and if thought appropriate, pass the following resolution as an ordinary resolution.
“Mr. David Allen, being eligible and offering himself for election, be elected as a Director of the Company.”
The Board attempted to interview the candidate standing for election, but was unable due to his Internet problems. After careful consideration of his written application as there are only three vacancies, the Board recommends members vote AGAINST the election of the member
PROXIES
A member of the Association entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on their behalf. A proxy need not be a member of the Association.
The instrument appointing a proxy and any other document necessary to show the validity of the appointment must be received at the registered office of the Association, Suite 11, Level 22, 227 Elizabeth Street, Sydney NSW 2000, Australia, by 5.00pm EST Sunday, 14 June 2020 in order that the appointment may be effective at the meeting.
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AUSTRALIAN SHAREHOLDERS’ ASSOCIATION LIMITED ABN 40 000 625 669
NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM
ADDITIONAL INFORMATION
Questions for Directors or the Auditor Should a member or proxy holder have a question or comment for the Directors concerning the Association or questions for the Directors or the Auditor, concerning the financial or other reports, it is requested that the question or comment be sent to the Company Secretary, by email to [email protected] or post to PO Box A398, Sydney South NSW 1235, by no later than by 5.00pm EST 14 June 2020 in order to aid the efficiency of the meeting.
Statement by the board in support of Resolutions From the Australian Shareholders Association Constitution:Until otherwise determined by the Company in general meeting there shall be not less than five nor more than eight Directors. There are currently five Directors not up for election so there are only vacancies for three Directors and there are four candidates standing.
The Board of the ASA has carefully considered and assessed the qualifications and experience of the three candidates – Mr. David Fletcher and Mr. Andrew Kearnan and Mr. Steven Mabb. The Board has also considered Mr. David Allen's qualifications.
Mr. David Fletcher joined the board of ASA in 2016 as the Chair of the Finance and Audit Committee. He has over 30 years’experience in public and private companies, holding senior financial and operational roles in major companies in the retail, wholesale, FMCG and financial sectors.
He has previously been a non-executive director of a number of private companies as well as chairman of an ASX listed company.
Members are encouraged to express their views on this matter by lodging their vote, either in person or by proxy.
Mr. Andrew Kearnan joined the Board in 2020. Mr. Kearnan has thirty years of experience in banking, finance and investment markets and held executive positions across a range of companies including Bank of America Merrill Lynch and Commonwealth Bank of Australia. His past non-executive roles include APRA regulated entities, early stage fin tech companies and the Australian Accounting Standards Board (AASB). He has a BSc Hons in Biochemistry and Microbiology from the University of Western Australia and an MBA.
Members are encouraged to express their views on this matter by lodging their vote, either in person or by proxy.
Mr. Steven Mabb is standing for election to the Board. Mr. Mabb is an entrepreneur who in 2007 with three other Australians, launched a start up in the USA that by the time of selling in 2018 was one of the top 20 footwear brands in a market of some 2,500 brands. Mr. Mabb is a Graduate of the Australian Institute of Company Directors.
Members are encouraged to express their views on this matter by lodging their vote, either in person or by proxy.
Candidates for election are required to address the meeting prior to the vote. The following statements are based on material which has been provided by each candidate.
Resolution 1 — Re-election of Mr. David Fletcher, BACC CA GAICD
Mr. Fletcher joined the board of ASA in 2016 as Chairman of the Finance and Audit Committee. He has over 30 years’experience in public and private companies, holding senior financial and operational roles in major companies in the retail, wholesale, FMCG and financial sectors. He has previously been a non-executive director of a number of private companies as well as chairman of an ASX listed company.
Resolution 2 – Election of Mr. Andrew KearnanMr. Kearnan joined the Board in 2020. He has thirty years of experience in banking, finance and investment markets and held executive positions across a range of companies including Bank of America Merrill Lynch and Commonwealth Bank of Australia. His past non-executive roles include APRA regulated entities, early stage fin tech companies and the Australian Accounting Standards Board (AASB).He has a BSc Hons in Biochemistry and Microbiology from the University of Western Australia and an MBA.
Resolution 3 – Election of Mr. Steven MabbA multi award winning very successful entrepreneur. In 2007 with three other Australians, Mr. Mabb launched a start up in the USA that by the time of selling in 2018 was one of the top 20 footwear brands in a market of some 2,500 brands. Mr. Mabb then returned home to Brisbane with his family turning his attention to being a full time, serious and committed investor, with an unquenchable thirst for financial education in all its forms. Immediately on discovering ASA he joined and quickly became a passionate and active member. Mr. Mabb is a Graduate of the Australian Institute of Company Directors.
Resolution 4 - Election of Mr. David AllenMr. Allen nominated to support Australian shareholders, businesses and (female) directors – the key ASA-issue. Mr. Allen's business associations with such companies stretch back many decades. They trained him to create world-class innovations in Europe and Australia. Teaching and innovation keep his Maths and IT skills sharp and he speaks at many Shareholder / ASA meetings. He makes a difference to business strategies and would welcome-back ASA’s Monitor-policies. Mr. Allen has a BSC Hons in Pure Mathematics and Statistics and a MA in Business Administration.
2. When the Chairman declares the polls open, the resolutions and voting choices will appear on the screen of the device you are using. Members are required to press the option corresponding
with the way in which they wish to vote, either For, Against or Abstain as highlighted in the images below.
What you need to participate in a hybrid/virtual AGM?
- A stable internet connection- A smartphone, smart device (tablet) or computer with sound enabled or headphones and speakersattached- The Lumi AGM app installed on your phone or device or access to the Lumi AGM webpage- Your unique ASA member number- Your postcode as registered in the ASA database
Instructions on submitting and asking questions during a hybrid/virtual AGM:
1. Within the ‘Messaging’ tab, a shareholder can submit their own question to the Chairman.
To submit a question, a member should press the ‘+’ button, compose their question and select the 'send' icon.
