Notice of 54th Annual General Meeting
- 17 October 2023
Notice is hereby given that the 54th Annual General Meeting of the Members of AWA will be held on Wednesday, 8 November at 6:00pm (AEDT) at 49-51 Malop St, Geelong, Victoria 3220.
Defined terms used in this Notice of Annual General Meeting have the meanings given to them in the Glossary accompanying this Notice of General Meeting.
Agenda and Items for Approval
Item 1. Welcome
Welcome and opening by the Chair of the Board.
Item 2. Minutes
To receive and consider the minutes of the 53rd annual general meeting held on Monday, 31 October 2022.
Item 3. Reports
To receive and consider each of the Directors’ Report, Financial Reports and Auditor’s Report for the year ended 30 June 2023.
Item 4. Director Remuneration
To determine Directors’ honorariums for 2023/24. The Board is recommending no change in total Board remuneration which is currently at $142,290. Members will be requested to approve the remuneration by passing Ordinary Resolution 1.
Item 5. Election of Directors
For the purposes of rule 13.6 of the Constitution, the four Director’s retiring by rotation with effect from the commencement of the 2023 AGM are Richard Lyle, Adrian Hart, Elizabeth (Libby) White and Brian Virtue (Retiring Directors). Having received no nominations for replacement candidates from AWA's Members, each of the Retiring Directors have offered themselves for re-election. Members will be requested to endorse their re-appointment to the Board by passing Ordinary Resolutions 2, 3 and 4 (in respect of Richard Lyle, Adrian Hart and Elizabeth (Libby) White) and Special Resolution 1 (in respect of Brian Virtue).
Ordinary Resolutions
1. Director Remuneration
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Rule 17.1 of the Constitution and for all other purposes, the maximum aggregate remuneration payable to the Directors for the financial year ending 30 June 2024 be fixed as $142,290 (including all taxes and on-costs but excluding expenses incurred in the conduct of the Directors’ roles), and that this amount be apportioned to individual Directors as determined by the Board."
Board voting recommendation: The Directors abstain from making a recommendation in the interest of good governance.
2. Re-election of Richard Lyle as Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Rule 13.3(1) of the Constitution and for all other purposes, Richard Lyle (having retired by rotation pursuant to Rule 13.6 of the Constitution) and being eligible, is re-elected as a director of the Mutual."
Board voting recommendation: FOR, other than Richard Lyle who abstains.
3. Re-election of Adrian Hart as Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Rule 13.3(1) of the Constitution and for all other purposes, Adrian Hart (having retired by rotation pursuant to Rule 13.6 of the Constitution) and being eligible, is re-elected as a director of the Mutual."
Board voting recommendation: FOR, other than Adrian Hart who abstains.
4. Re-election of Elizabeth (Libby) White as Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Rule 13.3(1) of the Constitution and for all other purposes, Elizabeth (Libby) White (having retired by rotation pursuant to Rule 13.6 of the Constitution) and being eligible, is re-elected as a director of the Mutual."
Board voting recommendation: FOR, other than Elizabeth White who abstains.
Notes to Ordinary Resolutions 1, 2, 3 and 4
To be passed, an ordinary resolution requires the approval of a simple majority of Members attending or represented by proxy and entitled to vote.
Special Resolution
5. Re-election of Brian Virtue as Director
To consider and, if thought fit, pass the following resolution as a special resolution:
"That, for the purposes of Rule 13.3(2) of the Constitution and for all other purposes, Brian Virtue (having retired by rotation pursuant to Rule 13.6 of the Constitution) and being eligible, is re-elected as a director of the Mutual."
Board voting recommendation: FOR, other than Brian Virtue who abstains.
Notes Special Resolution 5
To be passed, a special resolution requires at least 75% of the votes cast by Members who are present and entitled to vote, to be in favour.
Further information regarding the above Resolutions is set out in the Explanatory Statement accompanying this Notice.
By Order of the Board
Gavin Heathcote
Secretary
17 October 2023
Important Information: Participation and Voting
Attendance: Meeting attendance will be in person at AWA's head office at 49-51 Malop St, Geelong, Victoria.
Registration: Meeting registration will be available from 5.45pm with the Meeting to commence at 6.00pm.
RSVP’s: For attendance, return of RSVPs are requested by 6 November, 2023 to or by calling 1300 056 953.
ENTITLEMENT TO ATTEND AND VOTE
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Mutual as at 6:00 pm (Melbourne time) on 6 November 2023 will be entitled to participate in and vote at the Meeting as a Member.
If more than one joint holder of shares participates in the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.
Except as provided in Rule 12.4(2) (Body Corporate Representatives) and Rule 12.5 (Proxies) of the Constitution, a Member may exercise only one vote at the Meeting regardless of the fact that the member may hold more than one membership. In respect of Joint Members, only the Member whose name first appears in the register of Members is entitled to vote on behalf of the Joint Member.
How to Vote
If you are a Member entitled to participate and vote at the Meeting, you can vote your shares directly in one of the following ways:
- Attending the meeting in person and voting during the meeting; or
- by completing the enclosed Appointment of Proxy Form to appoint a proxy or nominee to vote on your behalf during the Meeting.
Members should complete their voting directions by selecting 'for' or 'against' the item on the Proxy Form. If you mark the ABSTAIN box, you are directing your Proxy not to vote at the General Meeting and your vote will not be counted when calculating the votes. If no direction is given on an item, your vote may be passed to the Chair of the Meeting as your proxy. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Proxies
If you are a Member entitled to participate and vote, you may appoint not more than two proxies to participate and act on your behalf at the Meeting. A proxy need not be a Member and can be an individual or a body corporate.
If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (Act) to exercise its powers as proxy at the Meeting.
An appointment of proxy must be made by written notice to the Mutual that:
- complies with section 250A(1) of the Act; or
- is in a form and mode, and is signed or otherwise authenticated by the Member in a manner, satisfactory to the Board.
Undirected proxies
If the Chair of the Meeting is appointed or taken to be appointed as a proxy and you do not specify in the Voting Form the manner in which you wish the Chair to vote on the resolution to be considered at the Meeting, then by submitting your Appointment of Proxy Form you will be expressly authorising the Chair to exercise your proxy on the relevant resolution. The Chair intends to exercise all available votes in favour of the resolution.
Power of Attorney
If you are a Member entitled to attend and vote, you may appoint an attorney to act on your behalf at the Meeting. Your appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy of it) must be received by the Mutual no later than 6.00pm (Melbourne time) on 6 November 2023, being 48 hours before the Meeting.
Corporate Representatives
A body corporate which is a Member, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should deliver to the Mutual prior to the Meeting, a properly executed letter or other document confirming its authority to act as the company’s representative.
Lodgement
The Mutual encourages you to register your voting instructions in one of the ways below:
- by attending the meeting in person and voting during the meeting; or
- by appointing a proxy to participate and act on your behalf at the Meeting by completing the Appointment of Proxy Form and returning the Form to the Mutual in accordance with the lodgement instructions below.
Appointment of Proxy Forms must be received by the Mutual no later than 6.00pm (AEDT) on 6 November 2023 by one of the following methods:
VIA THE BRANCH
Hand-delivering it to your local AWA office.
BY MAIL
AWA Mutual Limited
PO Box 2138
Geelong VIC 3220
BY EMAIL
ALL ENQUIRIES TO
To be valid, an Appointment of Proxy Form must be received by the Mutual in the manner stipulated above. The Mutual reserves the right to declare invalid any Appointment of Proxy Form not received in this manner.
Voting at the Meeting
It is intended that voting on the proposed Resolutions at the Meeting will be conducted by a poll.
