Computershare Standard Business Rules for General Meetings Services/Standard Business Ru… · Standard Business Rules for General Meetings Relevant Legislation Section 250A of the

Computershare Standard Business Rules for General Meetings

COMMERCIAL IN CONFIDENCE 2

Standard Business Rules for General Meetings

PART 1 - ITEMS FOR YOUR INFORMATION ....................................................................................... 3

1. Proxy/Direct Voting close off and receipt other than to our offices .......................................... 3

2. Proxy/Direct Voting forms received from Corporations ........................................................... 4

3. Multiple holdings in the one name ........................................................................................ 6

4. Proxy forms appointing a Body Corporate ............................................................................. 6

5. Proxy other than the Chairman of the Meeting nominated ..................................................... 7

6. Proxy appointments nominating the Chairman of the Meeting, the Chairman, the Chairman of

the Company ...................................................................................................................... 7

7. Treatment of proxy votes on remuneration related resolutions ............................................... 8

8. Treatment of proxy votes where a voting exclusion statement applies under Listing Rule 14.11 .

..................................................................................................................................... 10

9. Effect of member’s presence on proxy’s authority and direct votes ....................................... 12

10. Minors .............................................................................................................................. 12

11. Attorneys .......................................................................................................................... 12

12. Electronic lodgement of Proxy nominations/Direct Votes ...................................................... 13

13. Appointment of proxy through InvestorVote........................................................................ 14

14. Meetings where Direct Voting is applicable .......................................................................... 14

15. Proxy Over-Votes .............................................................................................................. 15

16. Time of receipt of Proxy/Direct Voting forms where the meeting is adjourned ....................... 16

17. Corporate Representatives ................................................................................................. 17

18. Voting by proxyholders ...................................................................................................... 17

19. Notification to ASX by listed companies of proxy/direct votes ............................................... 18

20. Retention of Proxy/Direct Voting Forms and Voting Papers .................................................. 18

APPENDIX - GENERAL MEETINGS: ITEMS FOR CONSIDERATION ..................................................... 19

1. Proxy/Direct Voting Forms Received From Joint Holders ...................................................... 19

2. Return of Invalid Proxy/Direct Voting Forms........................................................................ 19

3. Later mailings of Notice of Meeting to new members ........................................................... 19

4. Meetings where a voting exclusion statement applies .......................................................... 20



PART 1 - ITEMS FOR YOUR INFORMATION

Introduction

These Business Rules (‘Rules’) have been prepared to assist our clients and Computershare to best

prepare for your company’s meeting and to ensure that we understand your requirements in relation to

your constitution and any other regulatory requirements applicable to your meeting.

These Rules have been designed to assist discussion and to agree procedures; however, they do not

form legal advice. Many of the topics covered are typically dealt with in a company’s constitution which,

of course, may vary from company to company. It is for this reason we request that you ensure that

you refer to your constitution, legislative requirements and regulatory requirements when providing us

with all necessary instruction/information to ensure we can address your requirements.

1. Proxy/Direct Voting close off and receipt other than to our offices

Section 250B(1) of the Corporations Act 2001 (Cth) (the ‘Act’) provides that proxy/direct voting forms

must be received at least 48 hours prior to the meeting. We have relevant procedures in place to

ensure all proxy/direct voting forms received prior to the closing time are processed.

Normally, in the notice of meeting sent to members, the fax number specified for receipt of

proxy/direct voting forms will be one which allows the proxy/direct voting forms to be transmitted

directly to our office. However, please note that, even if our fax number is specified on the form for

receipt of proxy/direct voting forms, the generally accepted view is that members can also legally send

proxy/direct voting forms to any fax number at your registered office - as permitted by section

250B(3)(a) of the Act.

Relevant Legislation

Section 250B(1) of the Corporations Act 2001 (‘the Act’) states:

For an appointment of a proxy for a meeting of a company’s members to be effective, the following documents must be received

by the company at least 48 hours before the meeting:

(a) the proxy’s appointment;

(b) if the appointment is signed, or otherwise authenticated in a manner prescribed by regulations made for the purposes

of subsection 250A(1), by the appointer’s attorney – the authority under which the appointment was signed or

authenticated or a certified copy of the authority.

Section 250B (3) of the Act states:

A company receives a document referred to in subsection (1):

(a) when the document is received at any of the following:

(i) the company’s registered office;

(ii) a fax number at the company’s registered office;

OUR STANDARD PROCEDURE

Please ensure that mail deliveries and relevant facsimile machines in your registered

office are checked regularly and that any valid proxy appointment documents and

direct voting forms (received by you prior to the appointed close) are forwarded to us

no later than 2 hours after the proxy close.

Please note we cannot and do not process any proxy/direct voting forms received

after the proxy close time, unless required by law because the meeting is adjourned.

.(refer to section 15).



(iii) a place, fax number or electronic address specified for the purpose in the notice of meeting; and

(b) if the notice of meeting specifies other electronic means by which a member may give the document – when the document

given by those means is received by the company as prescribed by the regulations.

2. Proxy/Direct Voting forms received from Corporations

This item relates to signing requirements for a valid proxy/direct voting form lodged on behalf of a

corporation. The Act is permissive in the area of signatures on proxy/direct voting forms. Where the

constitution of your company permits, you may impose rules that vary from our procedures below.

Additional Items for Listed Companies Only

1. Section 250BA states:

In a notice of meeting for a meeting of the members of a company, the company:

(a) must specify a place and a fax number for the purposes of receipt of proxy appointments and

proxy appointment authorities; and

(b) may specify:

(i) an electronic address for the purposes of receipt of proxy appointments and proxy

appointment authorities; and

(ii) other electronic means by which a member may give the company a proxy appointment or proxy appointment

authority.

250BA(2) [Application] This section only applies to a company that is listed.

250BA(3) [Paramountcy] This section applies despite anything in the company’s constitution.

For the purposes of the above sections, “listed” means a company included in the official list of a “prescribed financial market”

operated in this jurisdiction. Under Corporations Regulation 7.1.01, ASX is a prescribed financial market.

Chapter 14 Meetings of the ASX Listing Rules will also apply to listed companies.

OUR STANDARD PROCEDURES

We will only accept proxy/direct voting forms that are signed in strict accordance with the Act.

We will request persons who claim to be a ‘sole director of a company with no company

secretary’ to sign in the appropriate place on the form to warrant that they are the sole

director and strike through the references to sole company secretary if not applicable.

In the absence of specific instructions to the contrary, we will not conduct any ASIC searches

or seek supporting documentation from a sole director (without a company secretary).

Where validity of a proxy appointment by a company cannot be assumed in accordance with

the Act, or the warranty from the sole director, please advise what steps you would like us to

take (for example, conduct a search of ASIC records) in order to establish evidence of

authority to sign.

The adequacy of any form of authority to act as proxy for a member, for example a power of

attorney, will need to be assessed on a case-by-case basis and authorities outside the norm

will be referred to you for this purpose.

Please note that any administration expenses associated with ASIC searches, including but not

limited to ASIC search fees and our associated time costs, will be to the account of your

company.




Section 250A of the Act requires that a proxy form must be signed, or otherwise authenticated in a manner prescribed by the

regulations, by the member of the company making the appointment and contains certain other information.

Section 250A(2) of the Act permits a proxy form to be considered valid even if it doesn’t contain all the information required by

section 250A(1), if the company’s constitution allows this.

Execution without a Common Seal

Section 127(1) of the Act deals with documents to which a common seal has not been affixed and states:

”A company may execute a document without using a common seal if the document is signed by:

(a) 2 directors of the company; or

(b) a director and a company secretary of the company; or

(c) for a proprietary company that has a sole director who is also the sole company secretary – that director”.

Section 127(1) should be read in conjunction with section 129(5) which applies when a common seal is not used, and details

when a document can be relied upon in those circumstances. Section 129(5) states:

“A person may assume that a document has been duly executed by the company if the document appears to have been signed in

accordance with subsection 127(1). For the purposes of making the assumption, a person may also assume that anyone who

signs the document and states next to their signature that they are the sole director and sole company secretary of the company

occupies both offices.”

Execution with a Common Seal

Section 127(2) deals with documents to which a common seal is affixed and states:

“A company with a common seal may execute a document if the seal is fixed to the document and the fixing of the seal is

witnessed by:

(a) 2 directors of the company; or

(b) a director and a company secretary of the company; or

(c) for a proprietary company that has a sole director who is also the sole company secretary – that director.”

Section 127(2) should be read in conjunction with section 129(6) which applies when a common seal has been used and details

when it can be relied upon in those circumstances. Section 129(6) states:

“A person may assume that a document has been duly executed by the company if:

(a) the company’s common seal appears to have been fixed to the document in accordance with subsection 127(2); and

(b) the fixing of the common seal appears to have been witnessed in accordance with that subsection.

For the purposes of making the assumption, a person may also assume that anyone who witnesses the fixing of the common seal

and states next to their signature that they are the sole director and sole company secretary of the company occupies both

offices.”

Sole Director no Company Secretary

Section 204A of the Act which states:

“Minimum number of secretaries

Proprietary companies

(1) A proprietary company is not required to have a secretary but, if it does have 1 or more secretaries, at least 1 of them

must ordinarily reside in Australia.

Public Companies

(2) A public company must have at least 1 secretary. At least 1 of them must ordinarily reside in Australia.”



A proprietary company may have only one director and is not required to have a company secretary.

Section 127 does not contemplate this possibility. This means that if a proprietary company has only

one director, and no company secretary, the assumptions in section 129 are not available for us to rely

on.

Where the assumptions in the Act do not apply, it is possible for us to:

• conduct a search of ASIC registers to validate the identity of any office holders (and therefore

proxyholders) of a company; or

• request supporting documentation to show that the person has authority to bind the company

(for example, evidence that a person is the sole director of the company and an extract from

the constitution, confirming that the company has no company secretary).

In the usual course, we do not consider that it will be reasonable to incur search expenses.

Attorneys

Some documents are executed for companies by persons appointed under a power of attorney or other

form of agency.

The most common form of authority is a power of attorney executed by the member, but other forms

of authority may suffice (e.g. an informal letter authorising the appointer to act in certain

circumstances, a rule within the constitution of the company, a board resolution, service contract, etc.).

3. Multiple holdings in the one name

Shareholders may have multiple holdings with the same registered name and address however with

different account designations, for example indicating a super fund or a minor’s holding. Account

designations are indicated by having an opening and closing angle bracket.

4. Proxy forms appointing a Body Corporate

Section 249X(1A) of the Act allows that a person appointed as the member’s proxy may be an

individual or a body corporate.

Any body corporate appointed as a proxy, will need to appoint a representative to attend the meeting

on their behalf. The appointment of the representative should be in accordance with the provisions of

section 250D of the Act.

It can be expected that the most likely body corporate appointed as proxy is the Australian

Shareholders’ Association. While that organisation is known by many as the ’ASA’, there are also many

other organisations that have the same acronym and are colloquially known by those acronyms.


If personalised proxy/direct voting forms have been sent by Computershare detailing

the Securityholder Reference Number (SRN)/Holder Identification Number (HIN) and

name and address details, we will apply the instructions only to the SRN/HIN on the

voting form.

If non-personalised (blank) proxy/direct voting forms have been sent by a third party

requesting the member to add their name and address details. We will apply the

instructions only to the holdings matching the details completed by the member.

If there is no match we will seek your instructions.



Where a body corporate is nominated and the member simply writes the name of your company in the

appropriate section on the form, given that a body corporate can be appointed as a proxy that would

be considered a valid proxy appointment of your company.

5. Proxy other than the Chairman of the Meeting nominated

This item relates to situations where a member has nominated a proxy other than the Chairman of the

Meeting and the name on the proxy form appears to be that of the member or a fictitious name.

6. Proxy appointments nominating the Chairman of the Meeting, the Chairman, the

Chairman of the Company

Our standard proxy form allows a member to tick a box to appoint the ‘Chairman of the Meeting’ or

nominate another person or corporate body in a second box as their proxy by writing in the name/title

of the proxy in that second box. Occasionally, we receive completed proxy forms where the

securityholder has written the title ‘Chairman’ or Chairman of the Company’ or the name of the

Chairman of the Company.


We will accept proxy forms that identify a known body corporate by way of acronym such

as ‘ASA’.

We will record proxy nominations where the name of your company is written in the

appropriate section as appointing your company as the member’s proxy. We require you to

appoint a corporate representative in accordance with section 250D of the Act, to attend

and vote at the meeting as a proxy for these members.


We will process the proxy appointment recording the name written on the proxy form as

the appointed proxy.


Our practise in these circumstances is to record the name/title specifically nominated by

the member in the second box. This may result in the Chairman receiving multiple,

separate, appointments for a given meeting.

If you wish to apply a different rule such that the ‘Chairman’ and/or the ’Chairman of the

Company’ appointments are combined with the Chairman of the Meeting, please advise

us accordingly.



7. Treatment of proxy votes on remuneration related resolutions

Voting restrictions under the Act apply to Key Management Personnel (KMP)1 and their closely related

parties2 in relation to resolutions that are directly/indirectly connected with the remuneration of KMP.

For example:

Grant of equity to a CEO/Managing Director

One of the most common examples of a resolution that is directly connected with the remuneration of

KMP is the grant of equity to a CEO/Managing Director. In accordance with the ASX Listing Rules, the

CEO/Managing Director’s associates3 are also subject to voting exclusion.

Remuneration Report

Voting restrictions under the Act apply to KMP and their closely related parties in relation to resolutions

that are directly/indirectly connected with the remuneration of KMP. This includes the advisory

resolution to approve the Remuneration Report.

1 KMP is defined in section 9 of the Act and the Australian Accounting Standards. It includes each of the directors and any executives having responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. 2 “Closely related party” is defined in section 9 of the Act and includes (but is not limited to) a person’s (a) spouse, child or dependant; (b) a child or dependant of their spouse; (c) any other family member that may be expected to influence them or be influenced by them in their dealings with the Company; or (d) a company the person controls. 3 “Associate” has the meaning given in sections 12 and 16 of the Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the entity is the “designated body” for the purposes of that section. A related party of a director or officer of the entity or of a child entity is to be taken to be an associate of the director or officer unless the contrary is established. (Note: One way in which it may be established that a related party of a director or officer is not their associate is for the director, officer or related party in question to give a statutory declaration or some other form of certification to the entity to that effect.) The definition of “related party” is different and potentially broader than a director’s/officer’s closely related parties. Under the Listing Rules, a director’s/officer’s “related parties” are: (a) his/her spouse or defacto spouse, parent, child, or spouse or defacto spouse of that person; (b) an entity controlled by one or more of the persons referred to in (a) above; (c) an entity that he/she controls; (d) a person who acts in concert with anyone referred to above; and (e) a person who was a related party in the previous 6 months or who would be a related party in the future.


Our policy is to rely on the information you provide us to identify securityholdings that

belong to your KMPs and their closely related parties. It is important that we are provided with a current list ahead of your meeting to ensure voting exclusions are

flagged on relevant resolutions.

We will maintain a spreadsheet with an outline of the information we require to

correctly identify your KMPs and their closely related parties. The details of your KMPs and their closely related parties are to be provided as they are recorded on the

company's register of members. We will keep these details on record and re-confirm

these with you for future meetings. Due to the sensitivity of information included, we recommend you upload the file via Issuer Online – Fileshare.

As the processing and progressive reporting on proxy/direct votes recognises voting

restrictions, it is important that we be advised at an early stage of the names of

persons restricted from voting on remuneration related resolutions. Failure to do so may result in inaccurate progressive reporting on proxy/direct votes.



Based on the use of our standard proxy form, undirected proxy votes in relation to remuneration report

resolution will be treated in the following manner:


Where no name is written in the relevant box on the proxy form and the member is

entitled to vote has appointed the Chairman of the meeting as proxy by ticking the

relevant box on the proxy form, these proxy votes will be deemed open useable.

Where the words ‘Chairman of the meeting’ are written in the relevant box on the proxy

form, these proxy votes will be deemed open useable.

Where a KMP/CRP has been appointed by the member as proxy by writing their name in

the relevant box on the proxy form, these proxy votes will be deemed excluded from

voting.



8. Treatment of proxy votes where a voting exclusion statement applies under Listing

Rule 14.11

Rule 14.11 of the ASX Listing Rules states that, where a notice of meeting is required to include a

voting exclusion statement, the notice of meeting must contain a statement to the following effect:

' The entity will disregard any votes cast in favour of the resolution by or on behalf of:

• the named person or class of persons excluded from voting; or

• an associate of that person or those persons

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given

to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with

a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the

following conditions are met

o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,

and is not an associate of a person excluded from voting, on the resolution; and

o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote

in that way.’

Questions that arise from the ASX rule are:

1. How to identify a person or class of persons whose votes must be disregarded?

2. How to identify an associate of a person or class of persons whose votes must be disregarded?


Regarding Question 1 – We rely on identifying the persons or associates whose vote

must be disregarded by noting the expressly named members in the voting exclusion

statement and also on your instructions in the form of a list of the members and other

holdings whose ‘in favour’ votes must be disregarded.

Regarding Question 2 - It is not possible for us to form any views on ‘associates’ and

your express instructions are required. Failing any express instructions, we will

disregard only votes cast by person(s) or groups of persons (if any) expressly named in

the voting exclusion statement.


exclusions and the fact that persons subject to voting exclusions must have any votes

cast in favour of the resolution disregarded, it is important that we be advised at an

early stage of the names of persons subject to voting exclusions. Failure to do so may

result in inaccurate progressive reporting on proxy/direct votes.



Application of proxy votes

Application of Proxy Votes

Registered

Holder type

in accordance

with Listing Rule 14.11

as advised

by client.

Vote

intention as

shown on proxy form

Treatment of

votes where

Registered Holder

appoints the Chairman of

the Meeting

as proxy

Treatment

of votes

where Registered

Holder appoints a

person who

is not excluded as

proxy

Treatment

of votes

where Registered

Holder appoints an

excluded

person or Assoc as

proxy

Treatment

of votes

where Registered

Holder appoints a

KMP/CRP

as proxy #

Person not

excluded

For For For For For

Excluded person and

associates

(person(s) to be excluded

provided by company)

For Excluded Excluded Excluded Excluded

Person not

excluded

Against Against Against Against Against

Excluded

person and

associates (person(s) to

be excluded provided by

company)

Against Against Against Against Against

Person not excluded

Open Open Usable Open Usable Open Conditional*

Excluded**

Excluded

person and associates

(person(s) to be excluded

provided by

company)

Open Excluded*** Open

Conditional*

Open

Conditional*

Excluded**

Person not

excluded

Abstain Abstain Abstain Abstain Abstain

Excluded person and

associates (person(s) to

be excluded

provided by company)

Abstain Abstain Abstain Abstain Abstain

# Only applicable if ASX Listing Rule voting exclusion statement is required for remuneration related

resolutions.



*Open Conditional – At meeting these open votes are disregarded if proxy votes ‘in favour’ of the

resolution.

** Excluded – Votes are recorded as excluded as KMP/CRP cannot vote open votes on remuneration

related resolutions. Refer to section 250BD of the Corporations Act.

*** Excluded – Votes are recorded as excluded. Assumption made the Chairman will be voting in

favour of the resolution. Excluded person or their associate may not vote ‘in favour’ of the resolution.

9. Effect of member’s presence on proxy’s authority and direct votes


Section 249Y(3) of the Act states:

A company’s constitution (if any) may provide for the effect that a member’s presence at a meeting has on the authority of a

proxy appointed to attend and vote for the member. However, if the constitution does not deal with this, a proxy’s authority to

speak and vote for a member at a meeting is suspended while the member is present at the meeting.

10. Minors

Persons may acquire securities in the names of children. We note that the Act does not restrict minors

from voting, however your constitution may prevent minors from registering as a shareholder.

11. Attorneys

Section 250B of the Act provides that the latest time for receipt of proxy/direct voting forms can be

reduced to less than 48 hours if provided for in the company’s constitution. The section further states

that, if a proxy appointment is signed by the appointer's attorney, evidence of the authority under

which the proxy appointment was signed (or a certified copy of the authority) must be given to the

company at least 48 hours (or such lesser period as applies for the receipt of proxy documents) before

the meeting or the appointment will not be effective.


If a company has lodged a proxy/direct voting form and a corporate representative

attends the meeting to vote, all previous proxy/direct voting instructions will be

revoked.

If a member has lodged a proxy/direct voting form and then attends in person, the

proxy/direct voting instruction will either be revoked at the instruction of the member or

if they wish to ‘let the proxy or direct votes stand’, then the member will be admitted as

a visitor.


As we are unaware when processing proxy/direct voting forms whether a member is a

minor or not, we cannot restrict minors from voting.

At a meeting it will also not always be possible to determine whether a member is a

minor; this is a rare occurrence. If we determine that the member is a minor we will

not register the member to vote unless instructed by you.


We will only admit into the meeting a person as an attorney for a member where we

have been provided with an “authority” under which they have been appointed (or an

appropriate copy) before the closing time for receipt of proxy/direct voting forms.



12. Electronic lodgement of Proxy nominations/Direct Votes

Section 250B(1) of the Act states that there are two documents that must be received by the company

at least 48 hours before the meeting in order for the appointment of the proxy to be valid. These are

the proxy appointment itself and, if the proxy appointment is signed or otherwise authenticated by the

appointer’s attorney, the authority under which the appointment was signed or otherwise

authenticated, or a certified copy of the authority.

In section 250B(2) of the Act, when dealing with the receipt of documents where a meeting has been

adjourned, the provision is that an appointment and any authority received by the company at least 48

hours prior to the resumed part of the meeting is valid for that resumed part of the meeting.

It is therefore concluded that the authority under which the proxy appointment is signed or

authenticated is what is now being described as the proxy appointment authority.

Where an electronic address (for example a facsimile) is specified as being able to be used for the

lodgement of proxy appointments, it will be possible for proxy appointment authorities to be sent to the

same address.

Where another electronic means of providing the proxy appointment is specified, there is no

complementary requirement that proxy appointment authorities be given by the same means.

Therefore, we need to be mindful of the situation where a website will be used to allow proxy

appointments to be submitted, but any proxy appointment authorities (such as a power of attorney)

will still need to be provided by another method, possibly hard copy or by facsimilie.

However, given the authentication requirements specified in Corporations Regulation 2G.2.01, we

should be able to assume that a proxy appointment received via the specified electronic means, has

been sent by the member and hence there should be no requirement for a proxy appointment authority

to be received by another method.


Section 250B(1) of the Act states:

For an appointment of a proxy for a meeting of a company’s members to be effective, the following documents must be received

by the company at least 48 hours before the meeting:

(a) the proxy’s appointment;

(b) if the appointment is signed or otherwise authenticated in a manner prescribed by regulations made for the purposes

of subsection 250A(1), by the appointer’s attorney – the authority under which the appointment was signed or

authenticated or a certified copy of the authority.


We will assume proxy appointments/direct votes received via an internet based

lodgement system were sent by the member.

We will accept faxed copies of proxy appointment authorities or a fax of a certified copy

of proxy appointment authority under which faxed proxy/direct voting forms are

signed.

We will accept copies of proxy appointment authorities sent to the same electronic

address that the proxy/direct vote form is sent.



For completeness, Corporations Regulation 2G.2.01 states:

2G.2.01 (1) For subsection 250A(1) of the Act, an electronic authentication of an appointment of a proxy must include:

(a) a method of identifying the member; and

(b) an indication of the member’s approval of the information communicated.

2G.2.01 (2) If a member appoints a proxy by e-mail or Internet-based voting:

(a) the member must be identified by personal details (for example the member’s name, address and date of birth); and

(b) the member’s approval of the information communicated must be communicated by a form of security protection (for

example, the entering of a confidential identification number such as a shareholder reference number or holder

identification number).

13. Appointment of proxy through InvestorVote

This item relates to the appointment of a proxy electronically through InvestorVote. We currently have

2 templates available. Template 1 allows the appointment of the Chairman of the Meeting or other

appointee as set out in the paper voting form. Template 2 allows an extra appointment selection which

allows regular appointees (e.g. Australian Shareholders Association) to be added into a drop down list

for easy selection.

14. Meetings where Direct Voting is applicable

This item relates to meetings where direct voting is an option provided to members. To allow for direct

voting as an option, companies are required to implement provisions in their constitution that will

enable their members to exercise their voting rights through direct voting, in addition to exercising their

existing right to appoint a proxy.

The two voting options of direct voting and proxy appointment will be processed in accordance with the

following guidelines.

Voting Form – Valid Direct Voting and Valid Proxy Options on the one form

1. Direct voting only allows ‘For’, ‘Against’ or ‘Abstain’ votes.

2. If a member marks the ‘Direct Voting’ box but does not mark any voting boxes, all

items will be recorded as “no instruction” and will not be counted in computing

required majorities.

3. If a member marks the ‘Direct Voting’ box but only marks boxes on some (not all)

resolutions then the direct votes are valid but votes on those items where the

corresponding box has not been marked will be treated as “no instruction” and will not

be counted in computing any required majorities.

4. If both the ‘Direct Voting’ and ‘Chairman of the Meeting’ boxes are marked and some

or all resolution voting boxes are marked then the “Direct Voting’ vote is deemed to

override the appointment of a proxy.

5. If both the ‘Direct Voting’ and ‘Chairman of the Meeting’ boxes are marked and no

resolution voting boxes are marked then this is to default to an open vote to the

Chairman of Meeting (as proxy).


Unless advised to the contrary by you, we will always set Template 1 as the default for

meetings.



6. If both the ‘Direct Voting’ box has been marked and a proxy has been nominated other

than the Chairman of the Meeting, we will process the form as a proxy appointment.

Voting Form – Valid Direct Voting and Valid Proxy Options on separate forms

1. Direct Voting only allows ‘For’, ‘Against’ or ‘Abstain’ votes.

2. If no mark is placed against a particular item on the direct voting form the vote on that

item only will be considered to be given as ‘no instruction’ and will not be counted in

computing any required majorities.

3. If a member submits both a valid direct voting form and a valid proxy form and both

forms are deemed to have been dated on the same day the direct voting form will

prevail.

15. Proxy Over-Votes

Over-voting occurs when more securities are instructed to be voted than the actual number of

securities held by a registered member. The over-vote position is most likely to transpire when there is

an imbalance between the perceived voting entitlements of individual investors whose securities are

pooled with other investors within a nominee and the actual (lesser) securities/voting entitlements held

by the nominee on the register.

Note: Votes cast by a member will not be counted for any of the resolutions which have an unresolved

over-vote position, where votes cast are split between multiple voting intentions e.g. some votes ‘For’

and some votes ‘Against’. Their votes will not be included in any indicative, preliminary or final proxy

totals reports provided by us or viewed via Proxy Watch.

Whilst we will endeavour to resolve any over-vote position as set out below, it is ultimately, the

responsibility of the securityholder or proxy lodging agent to ensure that the number of votes cast does

not exceed the actual number of securities held by a registered member and we will not be responsible

for any unresolved over-vote position (regardless of the circumstances).


If an over-vote position exists, we will endeavour to do one of the following:

1. If all the votes cast for a resolution are directed under a single voting intention i.e.

either ‘For’ or ‘Against’ or ‘Open’ or ‘Abstain’ we will adjust the votes to equal the

member’s registered holding as at vote entitlement cut-off time.

2. If the votes cast for a resolution are split between multiple voting intentions e.g. some

votes ‘For’ and some ‘Against’ the resolution, then we will endeavour to contact the

securityholder/proxy lodging agent to resolve the over-vote position by requesting the

lodging of an amended proxy up to the time of the provision of final proxy results. At

that time we will advise you of any unresolved over-vote positions.


We will process all valid direct voting forms following the above directions unless we

receive direct voting rules from you or if your direct voting rules do not cover any of the

above mentioned scenarios.



16. Time of receipt of Proxy/Direct Voting forms where the meeting is adjourned

This item relates to the time-frame for lodgement of a valid proxy/direct voting form prior to the

meeting and the effect on a proxy/direct voting form where the meeting is adjourned.

There are many circumstances in which it may be appropriate to adjourn a meeting. Under section

250B(2) of the Act, whenever a meeting is adjourned, the latest time for receipt of proxy/direct voting

form is refreshed by reference to the time of resumption of the meeting. Depending on the

circumstances, this can make proxy/direct vote processing for the resumed meeting somewhat complex

as some proxy/direct voting forms previously regarded as being ‘late’ should now be regarded as

having been received within time.

On your part, you should:

› adopt similar procedures to those above to ensure that the date and time of any proxy appointment

documents/direct voting forms received at your registered office are properly recorded;

› ensure all appropriately notated ‘late’ proxy appointment documents/direct voting forms are

forwarded to our office as they may become valid for an adjournment to the meeting; and

› ensure that the Chairman of the Meeting understands when an adjournement is required and when it

is not. For short breaks in the proceedings a formal adjournement is not necessary and the Chairman

needs to be informed of how to address the meeting accordingly. Whether an adjournement is

required is a matter of degree and will depend on the particular circumstances – breaks should be

used appropriately.


Section 250B(2) of the Act states:

“250B(2) Documents received following adjournment of meeting. If a meeting of a company’s members has been

adjourned, an appointment and any authority received by the company at least 48 hours before the resumption of the meeting

are effective for the resumed part of the meeting.”

The above section should be read in conjunction with section 250B(5) which states:

“250B(5) Constitution or notice of meeting may provide for different notification period. The company’s constitution

(if any) or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2).”


On our part, to minimise any potential difficulties, we will:

› continue to receive proxy appointment documents/direct voting forms delivered by

Australia Post in the normal manner and date and time stamp ‘late’ forms when received

into our office;

› use our fax listings to date and time record ‘late’ proxy appointment documents/direct

voting forms received by fax; and

› date and time record ‘late’ proxy appointment documents/direct voting forms received

by hand at our offices.



17. Corporate Representatives

A body corporate may appoint an individual as a representative to exercise all or any of the powers the

body corporate may exercise at (amongst other things) meetings of a company's members.

18. Voting by proxyholders

Where directions are given on the proxy form, monitoring of votes on a poll is straightforward.

However, there is no practical method of ensuring that a proxy votes as appropriately directed on a

show of hands.


Section 250BB of the Act states that:

(a) An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does the proxy need not

vote on a show of hands, but if the proxy does so, the proxy must vote that way;

(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution--the proxy must not vote on a

show of hands; and

(c) if the proxy is the chair of the meeting at which the resolution is voted on--the proxy must vote on a poll, and must vote

that way; and

(d) if the proxy is not the chair--the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.

Note: A company's constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)).

Section 250BC of the Act also needs to be considered as it provides that if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the

Company’s members; and

• the appointed proxy is not the chair of the meetings; and

• at the meeting, a poll is duly demanded on the resolution ; and

• either of the following applies:

o the proxy is not recorded as attending the meeting; or

o the proxy does no vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of

voting on the resolution at the meeting.


We will require an instrument appointing a corporate representative to have been

executed by an (apparent) authorised signatory of the company, as detailed in section 2

of this document (proxy/direct voting forms received from corporations) and not to

admit a representative of a corporation unless such a form has been received.


We will look solely to the instructions contained in the proxy form previously lodged. This

is reinforced by the wording on our voting paper that defaults to voting in accordance

with the directions on the appointment.

http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s259f.html#subsection

http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s259f.html#subsection



19. Notification to ASX by listed companies of proxy/direct votes

Section 251AA(2) of the Act provides that a company must notify the operator of each market, on

which the financial products of the company are listed, of a resolution passed by members at a

meeting of the company. At a minimum that will mean the company will need to notify the ASX as the

operator of the market on which the financial products (e.g. shares) issued by the company, are

listed. At the same time, the company must give ASX information about the exercise of proxy votes in

accordance with section 251AA(1) of the Act.

ASX Listing Rule 3.13.2 also provides that an entity must notify ASX of the outcome of each resolution

to be put to a meeting of members immediately after the meeting has been held.

20. Retention of Proxy/Direct Voting Forms and Voting Papers

The Act is silent on the matter of the retention period for proxy/direct voting forms, and voting papers.

Being unable to retain hard copies of these documents on our premises for any substantial period of

time after the meeting, our standard retention policy is to retain proxy/direct voting forms and voting

papers for a period of 12 months after the meeting date, irrespective of the nature of the meeting (eg

AGM or Court Ordered meeting, etc) and whether the resolutions put to the meeting were decided on a

show of hands or a poll.

The above policy is subject to the proviso that, in the event we become aware of any challenge to a

declared outcome of the meeting, we would not destroy the proxy/direct voting forms and voting

papers, until three months after the outcome to the challenge had been determined and the period to

appeal that outcome had expired. We would then only arrange for destruction of proxy/direct voting

forms, and voting papers, on written authority from you.

Documents not held in our offices will be stored off site in accordance with our standard policy. Storage

costs, and destruction costs at the conclusion of the storage period, will be charged to you as a

disbursement.


The duty imposed by section 251AA of the Act and the Listing Rules is a duty imposed on

the company convening the meeting. We will provide the outcome of each resolution to

you in our standard form and it is the company’s responsibility to lodge this information,

whether in our standard format or a format of your own choosing, with the ASX as

appropriate.


Our standard retention policy is to retain proxy/direct voting forms and voting papers for

a period of 12 months after the meeting date . Please note, should you require

proxy/direct voting forms to be destroyed earlier than 12 months after the date of the

meeting we must be instructed before proxy/direct voting forms are issued.



APPENDIX - GENERAL MEETINGS: ITEMS FOR CONSIDERATION

1. Proxy/Direct Voting Forms Received From Joint Holders

This item relates to who may sign a proxy/direct voting form on behalf of joint holders in order for the

proxy/direct vote to be valid.

Generally, constitutions provide that the senior of joint holders (being the first or earlier named on the

register) has the right to attend a meeting and vote to the exclusion of later named holders. This being

the case, it may be that any of the joint holders could have the right to attend the meeting and revoke

a proxy/vote notwithstanding that the proxy/direct vote may have been signed by all joint holders.

Taking into account the fact that, generally, any one of the joint holders can attend and vote, it may

seem somewhat excessive, in the absence of a legal requirement in your constitution, to require all

joint holders to sign a proxy/direct voting form in order for it to be accepted.

2. Return of Invalid Proxy/Direct Voting Forms

We usually receive a number of proxy/direct voting forms that have not been completed properly (i.e.

not signed or otherwise completed incorrectly).

3. Later mailings of Notice of Meeting to new members

In order to meet the timeframe required for the mailing processes and the amount of notice that must

be given to members as required by the Act and your company’s constitution, it may have been

necessary that the file of your members used for mailing purposes be ‘cut’ approximately 4 to 6 weeks

prior to the meeting date.

New members may have been added to the register in the period between the date when the file was

‘cut’ and the meeting date. Those new members have a legal right to attend the meeting or to appoint

a proxy or direct vote but will not have received notice of the meeting. The Act is silent in regard to

rights of these members and is not detailed regarding the mailing requirements. Practically, there must


Unless instructed by you via our questionnaire, we will only process forms signed by

all joint holders.

At registration into the meeting, unless you specifically instruct us otherwise, we will

allow any joint holder who attends to revoke a proxy appointment/direct vote and

enter the meeting as a voting member and if more than one such joint holder attends,

we shall record the earliest named on the register as the voting member.


For the top 20 members by voting entitlement at the time mailing data is created, we will

endeavour to contact the member or the lodging agent of the form to resolve the invalid

position.

Unless instructed by you via our questionnaire, we will not send invalid proxy/direct

voting forms back to members, with the exception of the top 20 members as mentioned

above. Please note that if you do require us to send invalid proxy/direct voting forms back

to members below the top 20 for completion, fees will apply.



be some date on which a new member comes onto the register wherein it is not feasible to mail a

notice of meeting to the member with the reasonable expectation that it will be received in time for the

member to return a proxy/direct voting form before the closing date for receipt of votes. A company’s

constitution will normally deal with this issue.

4. Meetings where a voting exclusion statement applies

Rule 14.11 of the ASX Listing Rules requires a notice of meeting to include a voting exclusion

statement. For further information refer to section 8 of part 1.

Questions that arise from the ASX rule are:

1. How to identify a person or class of persons whose votes must be disregarded?

2. How to identify an associate of a person or class of persons whose votes must be disregarded?


We will agree the date that we will ‘cut’ the file of members for mailing purposes with

you, based on the requirements of your constitution and the Act. Subject to you

checking your constitution’s requirements and unless subsequently instructed by you

via our questionnaire, otherwise we will not send notices of meetings to new members.

Please note that if you do require us to send notices of meetings to new members, fees

will apply. The last such mailing will be completed no later than one week prior to voting

closing date.


Regarding Question 1 – We rely on identifying the persons or associates whose vote must

be disregarded by noting the expressly named members in the voting exclusion statement

and also on your instructions in the form of a list of the members and other holdings

whose ‘in favour’ votes must be disregarded.

Regarding Question 2 - It is not possible for us to form any views on ‘associates’ and your

express instructions are required. Failing any express instructions we will disregard only

votes cast by person(s) or groups of persons (if any) expressly named in the voting

exclusion statement.


exclusions and the fact that persons subject to voting exclusions are not able to vote on a

resolution (unless directed to vote in a particular manner), it is important that we be

advised at an early stage of the names of persons subject to voting exclusions. Failure to

do so may result in inaccurate progressive reporting on proxy/direct votes.



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