Mr Raymond Betros is re-elected as a director.
Resolution 3: Changes to Constitution (Proportional Takeover Provision)
To consider and, if thought fit, pass the following as a special resolution:
That the proportional takeover provisions in Schedule 2 of the Constitution be renewed for a period of 3 years with effect from the date on which this resolution is passed.
OTHER BUSINESS
To deal with any other business that may be raised at the Annual General Meeting in accordance with the Constitution of the Company and the Corporations Act.
Dated this 8th day of October 2015. By order of the board.
Neville F Kelly Company Secretary
Note: The Explanatory Memorandum and Voting Exclusion Statement forms part of the Notice of Annual General Meeting and should be read in conjunction with it.
Explanatory Memorandum
Introduction
This Explanatory Memorandum has been prepared for the shareholders of AWE Limited to provide information about the items of business to be considered at the Annual General Meeting ('AGM') of shareholders to be held on Friday, 20 November 2015 at 10:30am (Sydney Time).
Entitlement to vote
For the purposes of the Corporations Act, the Company has determined in respect of the meeting that all shares in the Company shall be taken to be held by the persons who held them as registered shareholders at 7pm (Sydney Time) on Wednesday, 18 November 2015 ('Entitlement Time').
All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the meeting.
Proxies
To be valid, proxies or electronic voting instructions must be received by the Company's share registry, Computershare Investor Services Pty Limited ('Computershare') before 10:30am (Sydney Time) on Wednesday, 18 November 2015 ('Voting Deadline').
Proxies can be submitted in one of the following ways:
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by post in the pre-addressed envelope provided;
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by facsimile to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);
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by hand delivery to Computershare at Level 4, 60 Carrington Street, Sydney, NSW, 2000; or
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online by following the instructions on the Proxy Form enclosed with this Explanatory Memorandum.
A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to two or more votes they may appoint up to two proxies and may specify the percentage of votes each proxy is appointed to exercise.
Corporate shareholders will be required to complete a 'Certificate of Appointment of Representative' to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registry.
If a shareholder has appointed an attorney to attend and vote at the meeting, or if the proxy is signed by an attorney, the power of attorney must be received by Computershare by the Voting Deadline, unless this document has previously been lodged with Computershare.
Accounts and Reports
No resolution is required for this item, but shareholders will be given reasonable opportunity at the meeting to ask questions or make comments on the management and operations of the Company.
Similarly, a reasonable opportunity will be given to shareholders to ask the Company's external auditors, Ernst & Young, questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the auditor.
You can also submit written questions to the Chairman or the Company's auditors by following the instructions on the form provided with this Notice of Meeting. All questions must be received at least five (5) business days before the meeting, that is, by no later than 7pm (Sydney time) on Friday, 13 November 2015.
During the course of the meeting the Chairman will endeavour to address as many of the more frequently raised written questions as possible and where appropriate, will give Ernst & Young the opportunity to answer written questions submitted to the auditor.
Resolution 1: Remuneration Report
The Remuneration Report for the year ending 30 June 2015, which forms part of the Directors' Report and details the Company's remuneration policies, is set out on pages 37 to 50 of the Company's Annual Report.
Changes to remuneration structures
Additional refinements to remuneration arrangements that were implemented with effect from the June 2015 financial
year include:
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Deferral and Clawback of Performance - Based Remuneration
Scope
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A deferral and clawback policy has been adopted for performance-based remuneration which applies to the managing director and senior executives;
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The policy is to apply on a prospective basis for Short-Term Incentives ('STI') and Long-Term Incentives ('LTI') awards granted from July 2014; and
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The Board (or delegated committee of the Board) has the discretion and authority to make determinations under this policy.
Application
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Clawback can include reduction, clawback or cancellation of awards;
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Clawback applies to both vested awards which have been deferred and awards granted but not yet vested; and
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Once an STI or LTI award is vested, 50% of that award will be deferred for a period of 12 months and will be subject to clawback.
Clawback Circumstances
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Serious misconduct;
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Material misstatement in AWE's financial statements; or
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Material error or miscalculation that results in the award of performance based remuneration that would not have otherwise been awarded.
It is not envisaged that there will be any other significant changes to remuneration practices in the June 2016 financial year.
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Relative Total Shareholder Return ('TSR') Comparator Group
AWE acknowledges that an inherent difficulty in determining appropriate peer group companies to be included in the comparator group of companies for Relative TSR purposes is that over the testing period of three years this peer group of companies can change. These changes could be caused by a number of factors including companies no longer being listed on ASX or when companies subsequently gain entry to or exit from the nominated ASX index.
Accordingly, for grants of rights for any three year period commencing after 30 June 2014, the Board has determined that the comparator group of companies to be used in determining Relative TSR performance will be upstream oil and gas companies in the S&P ASX Energy 300 Index at the end of the relevant three
year period. The TSR performance of these comparator companies over the relevant three year period will be measured at the end of that three year period to determine the relative performance of the Company.
It is not envisaged that there will be any other significant changes to remuneration practices in the near term.
This vote is advisory only and does not bind the Directors or the Company but shareholders will be given reasonable opportunity to ask questions and to make comments on the Remuneration Report. The Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies of the Company.
The Directors recommend that you vote in favour of this ordinary resolution.
Resolution 2 (a): Re-Election of Director - Mr Kenneth Williams Term: Independent non-executive director since August 2009. Independent: Yes
Committees: Chair of Audit and Governance Committee and member of the People Committee.
Directorships: Currently a non-executive Chairman of Havilah Resources NL. He was formerly a non-executive director of Curnamona Energy Limited, now delisted from the ASX.
Qualifications: BEc (Hons), MAppFin, MAICD
Experience: Mr Kenneth Williams has over 20 years operational experience in corporate finance with an emphasis on treasury and financial risk management as well as diverse experience in mergers, acquisitions, divestments and corporate reconstructions. During his executive career he has worked for significant Australian enterprises including Renison Goldfields, Qantas, Normandy Mining and Newmont Australia.
Mr Williams retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a director of the Company.
The Directors (excluding Mr Williams) recommend that you vote in favour of this ordinary resolution.
Resolution 2 (b): Re-Election of Director - Mr Raymond Betros Term: Independent non-executive director since November 2012. Independent: Yes
Committees: Member of Sustainability Committee and member of Audit and Governance Committee. Directorships: Nil
Qualifications: BEng Chemical, Grad Dip Process Plant Engineering
Experience: Mr Raymond Betros has over 35 years experience in international business and project development and technical management. He has held senior positions in resource companies and worked extensively internationally including Indonesia, United Kingdom and Egypt. Mr Betros has held various senior executive positions at BHP/BHP Billiton (1993-2004), BG Group (2004-2008) and most recently Santos (2008-2011) where he held the position of Executive Vice-President Technical until his retirement from executive duties.
Mr Betros retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a director of the Company.
The Directors (excluding Mr Betros) recommend that you vote in favour of this ordinary resolution.
Resolution 3: Changes to Constitution (Proportional Takeover Provision)
Under the Corporations Act, a company may include provisions in its constitution dealing with a proportional takeover offer of the company's shares (known as proportional takeover approval provisions). Under such provisions, registration of a transfer of shares under a proportional takeover bid is prohibited unless and until a resolution of shareholders
to approve the offer is passed in accordance with the provisions. If a company has included such provisions in its constitution, the Corporations Act provides that they apply for up to three years. The provisions must be renewed by way of shareholder approval every three years (or a shorter period if provided for in the constitution) for them to continue to take effect.
Insertion of provisions in the Constitution
The Constitution contains proportional takeover approval provisions in Schedule 2. Since they have not been renewed for more than three years, the current provisions will automatically cease to have effect after 22 November 2015 and will be deemed omitted from the Constitution by law.
Accordingly, it is proposed that the proportional takeover approval provisions be reinserted into the Constitution in the same form as those provisions previously contained in Schedule 2 of the Constitution. If approved by the shareholders at the meeting, the provisions will take effect for three years from the date of the meeting.
The Corporations Act requires the Company to provide shareholders with an explanation of the proposed proportional takeover approval provisions to ensure that shareholders are able to make an informed decision on whether or not to support or oppose the provisions.
What is a proportional takeover offer?
A proportional takeover offer is a takeover offer sent to all shareholders with respect to only a specified proportion of each shareholders' shares. If a shareholder accepts the offer under a proportional takeover offer, the shareholder will only dispose of the specified portion of their shares in the company and retain the balance of their shares. The specified portion must be the same for each shareholder's shares.
Effect of proposed provisions
The effect of inserting the proportional takeover approval provisions in the Constitution is that if a proportional takeover offer is made, the directors must convene a meeting of shareholders to vote on a resolution to approve the proportional takeover offer. The meeting must be held at least 14 days before the offers under the proportional takeover offer close.
The resolution will be passed if more than 50% of votes are cast in favour of the resolution, and will otherwise be taken to be rejected. If no such resolution is voted on before the approving resolution deadline, a resolution approving the takeover offer is taken to have been passed.
If a resolution to approve the takeover offer is voted on before the approving resolution deadline and is rejected, then all binding contracts resulting from acceptances of offers made under the takeover offer are required to be rescinded by the bidder, and all unaccepted offers (and offers failing to result in binding contracts) are taken to have been withdrawn. If a resolution approving the takeover offer is passed or taken to have been passed, the transfers resulting from the takeover offer may be registered, provided that they comply with other applicable provisions of the Corporations Act and the Constitution.
Reasons for the proposed provisions
The Directors take the view that a proportional takeover offer may enable control of the Company to pass to a person holding less than a majority interest and without shareholders having the opportunity to sell all of their shares to the bidder.
Therefore, shareholders may be exposed to the risk of being left as minority shareholders in the Company and of the bidder being able to acquire control of the Company without payment of an adequate control premium for their shares.
The Directors consider that shareholders should have the opportunity to determine whether or not this should be permitted to occur by considering whether or not to pass a specific resolution approving a proposed takeover offer. Accordingly, the Directors have proposed re-inserting the proportional takeover approval provisions in the Constitution.
No present acquisition proposals
As at the date of this notice of meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages for the Directors and shareholders of the Company
The Directors consider the primary advantage of the proposed provisions is to ensure that all shareholders have greater control over the destiny of their Company, by having an opportunity to consider a proportional takeover offer by way of voting at a general meeting or postal ballot. The ability to vote on a proportional takeover offer gives shareholders the opportunity to prevent it from proceeding if they so desire and should ensure that the terms of any future proportional takeover offers are attractive to a majority of shareholders.
The Directors also consider that the provision of the voting opportunity to shareholders is desirable because it enables the directors to formally ascertain the views of shareholders in respect of a proportional takeover offer.
The Directors consider that a potential disadvantage of the proposed provisions is that it makes it more difficult for a proportional takeover offer to proceed and thus may discourage proportional takeover offers. This in turn may reduce the opportunities which shareholders may have to sell some of their shares at an attractive price to persons seeking
control of the Company and may reduce any speculative element arising from a possible proportional takeover offer in the Company's share price. However, the Directors believe that the requirement that the views of shareholders be obtained should not adversely affect any offer which is attractive to the majority of shareholders.
The Directors recommend that you vote in favour of this special resolution.
Voting Exclusion Statement
Resolution 1: Remuneration Report
As required by the Corporations Act, no member of the Company's key management personnel, details of which are included in the Remuneration Report on pages 37 to 50 of the Annual Report, or a closely related party of any such member may vote on this Resolution 1 unless:
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the person votes as a proxy appointed by writing that specifies how the person is to vote on the resolution and the
vote is not cast on behalf of any such member or closely related party of such member; or
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the person is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even if the resolution is directly or indirectly connected with the remuneration of a member of the management personnel for the Company.
General
It is the intention of the Chairman of the meeting to vote undirected proxies in favour of Resolution 1 (relating to the Remuneration Report) and in favour of the other Resolutions to be considered at the meeting. In exceptional circumstances, the Chairman of the meeting may change their voting intention on any resolution, in which case an ASX announcement will be made.
Shareholders appointing a proxy who do not want the Chairman to vote for them or do not want the Chairman to vote in accordance with the Chairman's intentions on these Resolutions as stated above or as changed under exceptional circumstances, have the ability to:
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appoint the Chairman as proxy with a direction to cast votes contrary to the Chairman's stated voting intentions by instructing the Chairman to vote 'for', 'against' or to 'abstain' from voting on these Resolutions under 'Step 2' of the proxy form; or
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appoint a person other than the Chairman as proxy or attorney with or without a direction to cast votes 'for', 'against' or to 'abstain' from voting on these Resolutions (as the shareholder considers appropriate).
AWE Limited
ABN 70 077 897 440
*L000001*
T 000001 000 AWE
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 all enquiries call:
(within Australia) 1300 850 505
(outside Australia) +61 3 9415 4000
Proxy Form
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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.
•
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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.
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For your vote to be effective it must be received by 10:30am on Wednesday, 18 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
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
Proxy Form Please mark to indicate your directions
STEP 1
Appoint a Proxy to Vote on Your Behalf XX
I/We being a member/s of AWE 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 members of AWE Limited to be held at Museum of Sydney, corner Bridge and Phillip Streets, Sydney, New South Wales on Friday, 20 November 2015 at 10:30am (Sydney Time) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies generally and specifically on remuneration related resolutions: Where I/we have
appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 and on any other item to be considered at the meeting, in each case as the Chairman sees fit (except where I/we have indicated a different voting intention below) and that the Chairman may do so even though any or all of those items are 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 these resolutions 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.
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1
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Adopt the Remuneration Report for the year ended 30 June 2015
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2a
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Re-election of Mr Kenneth Williams as a director
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2b
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Re-election of Mr Raymond Betros as a director
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3
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Changes to Constitution - Proportional Takeover Provision
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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
A W E 9 9 9 9 9 9 A
AWE Limited
*M00000112Q03*
ABN 70 077 897 440
All correspondence to:
Online:
www.investorvote.com.au
By mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne Victoria 3001 Australia
By fax:
1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
For all enquiries call:
1300 855 080 (within Australia)
+61 3 9415 4000 (outside Australia)
Questions from Shareholders
The Annual General Meeting (AGM) of AWE Limited will be held at the Museum of Sydney, corner Bridge and Phillip Streets, Sydney, NSW on Friday, 20 November 2015 commencing at 10.30am.
A shareholder who is entitled to vote at the AGM may submit written questions to the Company or the Company's external Auditor in advance of the Meeting about the business of the Company or the Annual Report. You can also submit questions online at www.investorvote.com.au. If the question is directed to the external Auditor, it must be relevant to the:
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conduct of the audit;
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preparation and content of the Auditor's report;
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accounting policies adopted by the Company in relation to the preparation of the financial statements; or
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independence of the Auditor in relation to the conduct of the audit.
In the course of the AGM we intend to respond to as many of the more frequently asked questions as is practicable.
The envelope provided for the return of your voting form may also be used to submit your questions. You can also submit this form by facsimile to 1800 783 447 from within Australia or +61 3 9473 2555 from outside of Australia.
All questions either in writing, by facsimile, or online must be received by the registrar, Computershare Investor Services Limited, before 7.00 pm on Friday, 13 November 2015.
Shareholder's Name
I
X
Securityholder Reference Number (SRN) Holder Identification Number (HIN)
or
Question/s Please tick
if it is a question directed to the external Auditor
1
2
202632_01RRGA
3
Samples/000001/000003/i12