Nib Holdings Ltd · ASX:NHF
Nib — Shareholder Meeting (July 2011)
42 slides from Nib's shareholder meeting presentation, Jul 5, 2011
Slide 1: For personal use only
For personal use only 1 10775906_2
Slide 2: Introduction: nib's Board and Executive
INTRODUCTION For personal use only nib’s Board and Executive Philip Gardner - Independent Non-Executive Director; Steve St C Crane - Independent I d d t Non-Executive N E ti Director; Di t Dr Annette Carruthers - Independent Non-Executive Director; Harold Bentley - Independent Non-Executive
Slide 3: Meeting Schedule
MEETING SCHEDULE For personal use only Resolution 1 - Approval pp of a capital p return to shareholders (“Capital Return”); and Resolution 2 - Approval of an adjustment to the Performance Rights issued under nib’s Long Term Incentive Plan ((“Performance Performance Rights Adjustment”) Adjustment
Slide 4: Business of the Meeting
BUSINESS OF THE MEETING For personal use only Take the notice conveningg the Meetingg as beingg read and dispense with the formality of moving or seconding resolutions as all matters are properly before the Meeting. Matters not pertaining to the Meeting, such as any questions or issues relating
Slide 5: Your Electronic Voting Handset
YOUR ELECTRONIC VOTING HANDSET For personal use only The handheld device will facilitate an electronic voting system and will also be used to ask questions of the Chairman. When registering, registering shareholders and their representatives were given a plastic smartcard and an electronic votin
Slide 6: Inserting Smartcard
INSERTING SMARTCARD For personal use only The smartcard should have been inserted into your handset when you registered for the Meeting. If the smartcard is not inserted into your handset please do so now now. When looking at the handset, the arrows on the Smartcard should point down with the
Slide 7: Inserting Smartcard
INSERTING SMARTCARD For personal use only Insert the smartcard upp to the red line. A welcome message will appear when the card is inserted correctly. correctly 7
Slide 8: Casting Your Vote
CASTING YOUR VOTE For personal use only When the vote opens, p , the handset will display the voting options being: 1 to t FOR the t vote th resolution; l ti 2 to vote AGAINST the resolution; and 3 to ABSTAIN from voting 8
Slide 9: Vote Confirmation
VOTE CONFIRMATION For personal use only Your selection and the word “RECEIVED” will appear on your handset to indicate your vote has been received. If you wish to change your vote vote, simply enter your new choice by pressing the appropriate number number. If you wish to withdraw your vote pr
Slide 10: Dislodged Card
DISLODGED CARD For personal use only If yyour smartcard has not been inserted correctly or if your smartcard is accidentally dislodged, a prompt will appear on your screen and you may need to push the smartcard back into the handset. 10
Slide 11: Casting Your Vote
CASTING YOUR VOTE For personal use only If yyou have been appointed pp p proxy, y any y directed votes will be cast automatically as instructed when you press 1, 2 or 3 to cast your open votes. If you hold wholly directed votes on a resolution, these will be submitted automatically as instructed
Slide 12: Casting Your Vote
CASTING YOUR VOTE For personal use only Those shareholders and pproxies who split their votes at registration need to press the blue button at the top of the keypad when the poll begins to submit these votes. If you wish to split your vote and you did not do so at registration, please see a Comp
Slide 13: Casting Your Vote
CASTING YOUR VOTE For personal use only The system y will then calculate the result of the votes received, displaying them initially as a show of hands then if required as a poll including all proxy votes. 13
Slide 14: Test Resolution
TEST RESOLUTION For personal use only Please consider the followingg test resolution. Should nib hold its 2011 Annual General Meeting in Sydney? 14
Slide 15: Test Resolution
TEST RESOLUTION For personal use only The vote is now open. p Please enter yyour vote now. To vote FOR the resolution, press 1 on your handset To vote AGAINST the resolution , press 2 on your handset To ABSTAIN from voting , press 3 your handset 15
Slide 16: Test Resolution
TEST RESOLUTION For personal use only Votingg on the resolution is now closed. 16
Slide 17: Inserting Your Smartcard
INSERTING YOUR SMARTCARD For personal use only Insert the smartcard upp to the red line. A welcome message will appear when the card is inserted correctly. 17
Slide 18: Joining the Question Queue
JOINING THE QUESTION QUEUE For personal use only When the floor is open p to q questions press the blue button on your keypad to join the list of those waiting to speak. Your screen will confirm that you are in the queue. If you no longer wish to speak please press the blue button again to lea
Slide 19: Asking Questions
ASKING QUESTIONS For personal use only All qquestions should be addressed to the Chairman. Only those registered with an electronic handheld device are entitled to ask questions questions. (NOTE: shareholders who have voted before the meeting will be required to revoke their vote to receive a ha
Slide 20: Special Business: Capital Return
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only nib proposes to reduce share capital by a total of approximately $75 million by returning to shareholders the amount of approximately $0.16 per ordinary share held as at the Record Date. The money that will be used to make the payments
Slide 21: Special Business: Capital Return
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only nib has previously advised that, in the absence of potential strategic investment opportunities, the Board would consider capital management initiatives at the time that nib’s half year results for the 2011 financial year were announced
Slide 22: Special Business: Capital Return
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only The Board also considered nib’s regulatory capital requirements and how to best balance those requirements with other key financial indicators. Whilst the nib group must maintain adequate capital to satisfy relevant regulatory requirem
Slide 23: Special Business: Capital Return
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only The Capital Return will also have no impact on nib’s on-market buy back announced on 29 August 2008 and continued on each of 31 August 2009 and 31 August 2010. The number of issued shares in nib will not change as a result of the Capit
Slide 24: Capital Return: Resolution
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only RESOLUTION Approval of a Capital Return to shareholders: “That, for the purposes of Part 2J.1 of the Corporations Act 2001 (Cth) and for all other purposes, purposes approval is given for the Company to reduce its share capital by a tota
Slide 25: Capital Return: Proxies Received
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only Proxies received in relation to this resolution. OPEN OPEN FOR AGAINST (Chairman’s ABSTAIN (Other) discretion) 131,118,436 831,117 3,022,721 178,500 207,770 25
Slide 26: Capital Return: Vote
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only The resolution is now put to the vote. Please enter your vote now. To vote FOR the resolution, press 1 on your handset; To vote AGAINST the resolution , press 2 on your handset; and To ABSTAIN from voting , press 3 your handset. 26
Slide 27: Capital Return: Voting Closed
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only Voting on the resolution is now closed. 27
Slide 28: Capital Return: Show of Hands Result
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only Result of the resolution by show of hands. 28
Slide 29: Capital Return: Poll Result
ITEM 1 SPECIAL BUSINESS CAPITAL RETURN For personal use only Result of the resolution by poll. 29
Slide 30: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only The Long Term Incentive Plan (LTIP) forms part of nib’s remuneration strategy. The LTIP is designed to align the interests of executives and shareholders and to assist nib in the attraction, motivation and retention of e
Slide 31: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Each performance right entitles the holder, on satisfaction of the relevant performance hurdles and therefore vesting of the performance right, to one ordinary share in nib, subject to the holder being employed by nib at t
Slide 32: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only nib currently proposes that it will satisfy its obligations to allocate shares for the purposes of the LTIP by arranging for the on-market purchase and transfer of shares to relevant participants after those participants h
Slide 33: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only To compensate for the diminution in the value of the performance rights that have been issued but will not have vested before the “ex” date of the Capital Return, it is proposed that the number of shares that will be alloc
Slide 34: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Performance rights do not give holders any entitlement to participate in the Capital Return as only ordinary shareholders are eligible to participate. Further, no shares will be allocated in respect of any performance ri
Slide 35: Special Business: Performance Rights Adjustment
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Mr Mark Fitzgibbon is the only director of nib who has been issued performance rights under the LTIP. The number of performance rights issued to Mr Fitzgibbon under the LTIP is detailed on page 8 of the Notice of Meeting M
Slide 36: Performance Rights Adjustment: Resolution
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only RESOLUTION Approval of an adjustment to the Performance Rights issued under nib’s Long Term Incentive Plan: “That, “Th t ffor th the purposes off ASX Listing Li ti Rule R l 6.23.3 6 23 3 and d for f all ll other purposes,
Slide 37: Performance Rights Adjustment: Proxies Received
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Proxies received in relation to this resolution. OPEN OPEN FOR AGAINST (Chairman’s ABSTAIN (Other) discretion) 123,305,006 3,187,220 3,755,149 201,700 4,913,371 37
Slide 38: Performance Rights Adjustment: Vote
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only The resolution is now put to the vote. Please enter your vote now. To vote FOR the resolution, press 1 on your handset; To vote AGAINST the resolution , press 2 on your handset; and To ABSTAIN from voting , press 3 y
Slide 39: Performance Rights Adjustment: Voting Closed
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Voting on the resolution is now closed. 39
Slide 40: Performance Rights Adjustment: Show of Hands Result
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Result of the resolution by show of hands. 40
Slide 41: Performance Rights Adjustment: Poll Result
ITEM 2 SPECIAL BUSINESS PERFORMANCE RIGHTS ADJUSTMENT For personal use only Result of the resolution by poll. 41
Slide 42: Meeting Closed
MEETING CLOSED For personal use only Thank you for attending the General Meeting. 42