V1DIS AGMs Sandra Biggs General Manager - SA Computershare Investor Services.

V1DIS

AGMs

Sandra Biggs General Manager - SAComputershare Investor Services

VotingOverall issued capital voted increased in 2013

2

Statistics are based on companies maintained by Computershare

VotingNumber of securityholders voting continues to decrease

3

Statistics are based on companies maintained by Computershare

Institutional investorsMore issued capital voted in ASX300 companies

4

Statistics are based on companies maintained by Computershare

Voting channelsOnline voting reaches highest level

5

Statistics are based on companies maintained by Computershare

Meeting attendanceAttendance is down across the board

6

Statistics are based on companies maintained by Computershare

Meeting attendanceAttendance levels higher for home-state meetings

7

Statistics are based on companies maintained by Computershare

Meeting attendanceLarge proportion of attendees are visitors

8

Statistics are based on companies maintained by Computershare

Meeting engagementMore companies choose polls

9

Executive remunerationFirst strikes drop again, second strikes remain at similar

levels

10

Communication preferencesAnnual Report elections

11

Statistics are based on companies maintained by Computershare

Case Study - Westfield

› Separate meetings of Company and Trust on restructure

› Company meetings (3) passed – Trust meeting adjourned due to material change

› All resolutions were interdependent, restructure motions required 50% pass, constitutional changes required 75% pass

› Poll conducted on adjournment – voting handsets used with results in minutes (as opposed to hours counting poll papers)

› Trust meeting adjourned until 20 June – voting entitlement remains the 27 May

› Proxy forms to be resent – enabling holders to change their vote, if no change existing proxy vote remains in place for adjourned meeting

12

Case Study - Westfield

› Clear understanding of voting position of top holders – often several layers below the custodian whose name appears on the register

› Consider use of voting handsets for poll – registering into multiple meetings

› Consider impact and importance of interdependency of all ordinary and special resolutions

13

Preparing for this year’s AGMFive tips for a smooth meeting

14

Research top holders’ voting

position

Identify KMPs &

CRPs early

Consider day of meeting in relation to proxy close off

on a weekend

Determine in advance plan

re polling

Identify & prepare for shareholder

activists

Communicate with ASA

Regulatory Update

Proposal to repeal 100 member rule for requisitioning meetings

› Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014

› Can be used vexatiously

› Costly for companies

› Such resolutions rarely pass

15

Regulatory Update

ASX Listing Rule proposal to remove ‘Chairman’s box’ on proxy form

› In 10 of the top 50 companies approx 60% of shareholders who appoint the Chairman with open votes do not tick the Chairman’s box

› A large number of lost votes

› If repealed, will enable Chairman to vote all open votes when Chairman is appointed as proxy

› Currently awaiting approval of ASIC

› Expected to be effective from 1 July 2014

16

Regulatory Update

Facilitating electronic Offer of securities

› RG107 provides clarity on the ability to communicate Offers electronically

› Issues to consider

- Email elections of holder when providing email address

- Expectation of holder

- Electronic offer being caught as spam and not delivered

- Offer being ‘in the money’ and holder not responding

due to non receipt of emailed Offer

17

Regulatory Update

Change in dividend reinvestment plan and currency election dates

› Introduced as a result of the reduction from record date to ex date from 5 business days to 3 business days

› Last election date to be set no earlier than

the business day following the record date

for the dividend or distribution

18

Regulatory Update

Foreign Account Tax Compliance Act (FATCA)

› Intergovernmental Agreement signed 29 April 14 between AU & US Treasury

› Agree to exchange information on each jurisdictions’ taxpayers

› Places administrative obligations on Financial Institutions in Australia

- Effective 1 July 2014, requirement to identify new Financial Account holders

- New Financial Account holders who do not certify they are not a US person will be reported to the ATO who will report to IRS

- Tax Laws Amendment (implementation of FATCA amendment) Bill 2014 introduced to Parliament

- Draft guidance open for consultation until 11 June 2014

19

V1DIS

AGMs

Sandra Biggs General Manager - SAComputershare Investor Services