Mystate Limited · ASX:MYS
Mystate — Merger or Acquisition (February 2025)
25 slides from Mystate's merger presentation, Feb 3, 2025
Slide 1: Scheme Meeting – Chair's Address and Presentation
3 February 2025 Scheme Meeting – Chair’s Address and Presentation Auswide Bank Ltd (ASX: ABA) (Auswide or the Company) refers to the proposal for MyState Bank Limited (a wholly owned subsidiary of MyState Limited (ASX:MYS)) to acquire 100% of the fully paid ordinary shares in Auswide by way of a sch
Slide 2: Introduction and Welcome from Sandra Birkensleigh, Chair of Auswide Bank Ltd
Introduction and Welcome from Sandra Birkensleigh, Chair of Auswide Bank Ltd Good morning everyone and welcome to the Auswide Bank Ltd Scheme Meeting. My name is Sandra Birkensleigh, and I am the Chair of the Auswide Board of Directors and the Chair of this meeting. I am pleased to be with you today
Slide 3: How to Vote
How to Vote As set out in the Notice of Scheme Meeting, voting on today’s resolution will be by poll, with votes lodged in person and online. On that basis, I now declare the poll open and will keep the poll open so you can vote at any time during the meeting. Following discussion on the resolution,
Slide 4: Overview of the Scheme
I ask that shareholders restrict themselves to no more than two questions or comments and I encourage you to submit your questions as soon as you can. If, despite the plans and contingencies made, we have technology issues during the Scheme Meeting, a recording of the meeting will be made available
Slide 5: In reaching their recommendation, the Auswide Directors have assessed the Scheme
In reaching their recommendation, the Auswide Directors have assessed the Scheme having regard to the reasons to vote for, or against, the Scheme, as set out in the Scheme Booklet and Auswide’s current strategic plans. Prior to this Scheme Meeting each Auswide Director has instructed that any of the
Slide 6: Scheme Resolution
Scheme Resolution We will now move to the formal business of this meeting. We have one item of business to be considered today, namely the following resolution, as set out in the Notice of Scheme Meeting included in the Scheme Booklet: To consider and, if thought fit pass (with or without amendment)
Slide 7: Scheme Meeting
Scheme Meeting Monday, 3 February 2025 Small things. Big difference.
Slide 8: Importance Notice
Importance Notice Summary Information This Presentation contains summary information about Auswide Bank Ltd (ACN 087 652 060) (Auswide) and the proposal under which MyState Bank Limited (ACN 067 729 195) (MyState Bank) (a wholly owned subsidiary of MyState Limited (ACN 133 623 962) (MyState)) would
Slide 9: Agenda
Agenda # Topic Page 1 Introduction and Procedural Matters 3 2 Scheme Overview 6 3 Scheme Resolution 13 4 Q&A 15 5 Voting on the Scheme Resolution 16 6 Meeting Close 18 2
Slide 10: Introduction and Procedural Matters
Introduction and Procedural Matters 3
Slide 11: Auswide Bank Ltd Board of Directors
Auswide Bank Ltd Board of Directors Sandra Birkensleigh Cameron Mitchell Non-Executive Director, Non-Executive Director Non-Executive Chair Gregory Kenny Lyn McGrath Non-Executive Director Non-Executive Director Doug Snell Grant Murdoch Chief Executive Officer, Non-Executive Director Managing Direct
Slide 12: Procedural Matters – Online Attendance
Procedural Matters – Online Attendance ˃ Shareholders may participate and vote online at the Scheme Meeting: https://meetnow.global/MQDTYD7 ˃ To vote online, you will need your SRN or HIN and password (which is the postcode of your registered address in Australia or, for overseas residents, is your
Slide 13: Scheme Overview
Scheme Overview 6
Slide 14: Overview of the Scheme of Arrangement
Overview of the Scheme of Arrangement ˃ On 19 August 2024, Auswide Bank Ltd (ASX:ABA) (Auswide) entered into a binding scheme implementation agreement with MyState Limited (ASX:MYS) (MyState) and MyState Bank Limited (MyState Bank) (a wholly owned subsidiary of MyState) ˃ Under the scheme implementa
Slide 15: Reasons to Vote or Not Vote for the Scheme
Reasons to Vote or Not Vote for the Scheme REASONS TO VOTE FOR THE SCHEME REASONS NOT TO VOTE FOR THE SCHEME The Auswide Directors unanimously recommend that you vote in favour of the You may disagree with the Auswide Directors’ unanimous recommendation ✓ Scheme, in the absence of a Superior Proposa
Slide 16: Independent Expert's Conclusion
Independent Expert’s Conclusion ˃ The Auswide Directors appointed Kroll Australia Pty Ltd as the Independent Expert to assess the merits of the Scheme ˃ The Independent Expert has concluded that the Scheme, taking into consideration the implications of the merger proposal as a whole, is in the best
Slide 17: Auswide Director's Recommendation
Auswide Director’s Recommendation ˃ The Auswide Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Auswide shareholders ˃ In reaching the
Slide 18: Status of Conditions Precedent
Status of Conditions Precedent The implementation of the Scheme is subject to the satisfaction or waiver (where capable of waiver) of several conditions precedent, including:* Satisfied Outstanding • Approval of the Scheme by Auswide Shareholders at this Scheme Meeting • Selfco Completion • Approval
Slide 19: Important Dates
Important Dates Scheme Meeting Important Dates Date Scheme Meeting 11.00am (AEDT) (10.00am Queensland time), Monday, 3 February 2025 Shareholders’ meeting to vote on the Scheme. If the Scheme is Approved by Auswide Shareholders Date Second Court Date Friday, 7 February 2025 Second Court Hearing for
Slide 20: Scheme Resolution
Scheme Resolution 13
Slide 21: Scheme Resolution
Scheme Resolution “That, pursuant to and in accordance with the provisions of section 411 of the Corporations Act 2001 (Cth): (a) the scheme of arrangement proposed between Auswide and the holders of its ordinary shares as contained in and more particularly described in the Scheme Booklet of which t
Slide 22: Q&A
Q&A 15
Slide 23: Voting on the Scheme Resolution
Voting on the Scheme Resolution 16
Slide 24: Voting on the Scheme Resolution
Voting on the Scheme Resolution Requisite Majorities for Scheme Resolution to be Passed For the Scheme to be approved by Auswide Shareholders, the Scheme Resolution must be passed by: ˃ a majority in number (more than 50%) of Auswide Shareholders present and voting at the Scheme Meeting (either in p
Slide 25: Thank you
Thank you 18