Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.
To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:
''That Mr Kevin Maloney, who retires by rotation in accordance with Rule 38.1 of the Company's Constitution and, being eligible, offers himself for re-election, be re- elected as a Director of the Company.'
To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.
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Introduction
This Explanatory Memorandum is provided to Shareholders of HRL Holdings Limited ACN 120 896 371 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at the offices of HopgoodGanim, Level 7 Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on Friday 20 November 2015 at 9.30am (Brisbane time).
The Directors recommend that Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.
Terms used in this Explanatory Memorandum are defined in Section 5.
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Consider the Company's Annual Financial Report
The Company's Annual Financial Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2015 were released to ASX Limited on 28 August 2015.
The Company's Annual Report is placed before the Shareholders for discussion. No voting is required for this item.
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Resolution 1 - Remuneration Report
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Remuneration Report
In accordance with Section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution.
The Remuneration Report is set out in the Directors' Report section of the Annual Financial Report for the period ending 30 June 2015.
The Report:
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explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;
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explains the relationship between the Board's remuneration policy and the Company's performance;
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sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and
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details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
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Recommendation
The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.
A vote on this Resolution is advisory only and does not bind the Directors or the Company.
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Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies
Members of the Key Management Personnel (KMP) and their Closely Related Parties (CRP) (Restricted Voters) and proxies of Restricted Voters are restricted from voting on a resolution which is connected directly or indirectly with the remuneration of a member of the Key Management Personnel (Voting Restriction).
Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
The Voting Restriction applies to Resolution 1. However, it does not apply where:
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the member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment specifies the way the proxy is to vote on the resolution; or
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the Chairperson is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting (including Resolution 1) subject to compliance with the Corporations Act.
The Proxy Form attached to this Notice has been prepared on this basis.
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Resolution 2 - Election of Mr Kevin Maloney as Director
Rule 38.1 of the Company's Constitution and ASX Listing Rule 14.4 requires that at each AGM, one-third of the Directors in office (excluding directors appointed to fill casual vacancies or a Managing Director) must stand for re-election, with Directors required to retire based upon length of tenure.
Mr Kevin Maloney was appointed as a director of the Company on 15 September 2014 and was last re-elected as a director at the 2014 AGM. Mr Maloney retires in accordance with the Company's Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director.
Mr Maloney's qualifications and experience
Mr Kevin Maloney - Non-executive Chairman
Mr Kevin Maloney is the founder and Chairman of the Australian investment entity Tulla Group and has built an extensive career in retail banking, finance and resources.
One of Kevin's many career highlights was as founder and Executive Chairman of The MAC Services Group (The MAC), which was sold to Oil States International in 2010 for $651 million. Kevin was heavily involved in all stages of The MAC's growth, including its move into mining services accommodation in 1996.
Kevin has been involved with numerous public companies as both an executive and director. After spending 20 years with ANZ Bank, Kevin joined Elders Resources Finance Limited in 1981, progressing to Chief Executive Officer before moving on to his own business enterprises.
Kevin is currently the Chairman of ASX listed companies Altona Mining Limited and Norseman Gold plc and of Integrated Holdings Group Pty Ltd which is the parent company for software vendor OCTFOLIO™ Pty Ltd.
The Directors (with Mr Maloney abstaining) recommend that you vote in favour of this Ordinary Resolution.
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Interpretation
AGM means annual general meeting of Shareholders of the Company.
ASX means the ASX Limited ACN 008 624 69.
Board means the board of directors of the Company.
Closely Related Party or CRP (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:
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a spouse or child of the member; or
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a child of the member's spouse; or
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a dependant of the member or the member's spouse; or
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anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
(d) a company the member controls; or
(f) a person prescribed by the regulations for the purposes of this paragraph.
Company means HRL Holdings Limited ACN 120 896 371.
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company from time to time.
Explanatory Memorandum means the explanatory statement accompanying this Notice.
Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.
Listing Rules means the listing rules of the ASX.
Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.
Meeting means the Annual General Meeting of the Company to be held on 20 November 2015.
Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of shareholders.
Resolution means a resolution to be proposed at the Meeting.
Shares means ordinary fully paid shares in the issued capital of the Company.
Shareholder means a shareholder of the Company.
Proxy, representative and voting entitlement instructions
Proxies and representatives
Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.
Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under section 250D of the Corporations Act.
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below, not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.
By mail:
HRL Holdings Limited GPO Box 216
Brisbane Qld 4001 Australia
By delivery:
HRL Holdings Limited Level 9, Waterfront Place 1 Eagle Street
Brisbane Qld 4000
By facsimile:
+61 7 3212 9201
If a representative of the corporation is to attend the meeting the appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.
A proxy form is attached to this Notice.
Voting entitlement
For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (Brisbane time) on Wednesday 18 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Signing instructions
You must sign the proxy form as follows in the spaces provided:
Individual: Where the holding is in one name, the holder must sign.
Joint Holding: Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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) 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.
BY MAIL
LODGE YOUR VOTE
HRL Holdings Limited
ACN 120 896 371
HRL Holdings Limited GPO Box 216
Brisbane QLD 4001 Australia
BY FAX
+61 7 3212 9201
BY HAND
HRL Holdings Limited
Level 9, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000
ALL ENQUIRIES TO
Telephone: +61 7 3149 2113
PROXY FORM
*X99999999999*
X99999999999
I/We being a member(s) of HRL Holdings Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
STEP 1
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 9:30am (Brisbane time) on Friday, 20 November 2015 at HopgoodGanim, Level 7 Waterfront Place, 1 Eagle Street, Brisbane, 4000 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
STEP 2
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Remuneration Report
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Re-election of Mr Kevin Maloney as a Director
For Against Abstain*
*HRL PRX501*
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED
STEP 3
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
HRL PRX501C
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am (Brisbane time) on Wednesday, 18 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
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BY MAIL
HRL Holdings Limited GPO Box 216
Brisbane QLD 4001
Australia
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BY FAX
+61 7 3212 9201
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BY HAND
delivering it to:
HRL Holdings Limited Level 9, Waterfront Place 1 Eagle Street
Brisbane QLD 4000
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Proxy Forms may be lodged:
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Corporate Representative' should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.