Business
GWA : Notice of Meeting
GWA : Notice of
About this update from Gwa Group Limited
11 September 2020 Dear Shareholder CHAIRMAN'S LETTER ANNUAL GENERAL MEETING 2020 The 2020 Annual General Meeting (AGM) of GWA Group Limited (GWA or Company) will be held via a virtual platform at https://web.lumiagm.com/ on Friday 30 October 2020 commencing at 10:00am (AEST). The health and wellbeing of our shareholders is of paramount importance to us. The Company is closely monitoring the impact of the unprecedented COVID-19 pandemic and observing guidance from the Federal and State Governments. Due to these extraordinary circumstances, the Company's AGM will be held virtually this year. There will not be a physical meeting. This is in the interests of the health and safety of anyone attending the AGM. It is important that you have the opportunity to communicate your views to us. You are encouraged to participate in the meeting by watching our live webcast and asking questions and voting in the manner described in the Notice of Meeting. Shareholders are encouraged to submit questions ahead of the AGM by completing the Question Form enclosed. At the meeting the Managing Director and I will provide an overview of the Company's performance during the year ended 30 June 2020 and you are also referred to the Company's 2020 Annual Report and Sustainability Report for further information. The meeting will cover the ordinary business transacted annually and other business which may legally be brought before the meeting in accordance with the Company's Constitution. We encourage you to lodge the enclosed proxy form. You are now able to cast your proxy vote electronically at www.investorvote.com.au or by scanning the QR Code on the proxy form with your mobile device. Whilst shareholders will be able to vote on the resolutions online during the meeting in real time, shareholders are encouraged to lodge a proxy form ahead of the meeting, even if they are participating online. If you plan to attend the meeting online, please visit https://web.lumiagm.com/ and enter the meeting id 399-059-526. We look forward to your participation at the meeting. Yours faithfully Darryl D McDonough Chairman Notice of Annual General Meeting The Annual General Meeting of GWA Group Limited ABN 15 055 964 380 (GWA or Company) will be held via a virtual platform at https://web.lumiagm.com/ on Friday 30 October 2020 commencing at 10:00am (AEST). ORDINARY BUSINESS ACCOUNTS To receive and consider the Company's Financial Statements for the financial year ended 30 June 2020 together with the statement and report by the directors and the report by the auditor in relation thereto. RE-ELECTION OF DIRECTORS To consider and, if thought fit, pass the following resolutions as ordinary resolutions: That Ms Jane McKellar, who retires as a director of the Company in accordance with clause 10.3 of the Company's Constitution, be re-elected as a director of the Company. That Mr Richard Thornton, who retires as a director of the Company in accordance with clause 10.3 of the Company's Constitution, be re-elected as a director of the Company. ADOPTION OF REMUNERATION REPORT To consider the Remuneration Report as it appears in the Directors' Report for the year ended 30 June 2020 and, if thought fit, pass the following non-binding advisory resolution as an ordinary resolution in accordance with section 250R of the Corporations Act: 3. That the Remuneration Report for the year ended 30 June 2020 be adopted. Note: The Company will disregard any votes cast on Resolution 3: by or on behalf of any member of key management personnel (including directors) whose remuneration is included in the Remuneration Report (together KMP) and each closely related party of such person. However, the Company need not disregard a vote if it is cast by such a person or by such a closely related party as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP; or as proxy by any of the key management personnel whose remuneration is not included in the Remuneration Report (together KMP) or any closely related party of such a KMP. However, the Company need not disregard a vote if it is cast by such a person or by such a closely related party as proxy in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP. If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. SPECIAL BUSINESS APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR UNDER THE LONG TERM INCENTIVE PLAN To consider and, if thought fit, pass the following resolution as an ordinary resolution: 4. That for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is hereby given for the grant of up to 455,000 Performance Rights (incorporating the right to acquire shares in the Company) to the Managing Director, Mr Tim Salt, on the terms set out in the accompanying Explanatory Memorandum and under the GWA Group Limited Long Term Incentive Plan (LTIP) which is constituted and administered in accordance with the Rules of the LTIP. Note: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the LTIP (Excluded Persons). However, the Company need not disregard a vote if it is cast by: a person acting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or the person who is chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will also disregard any votes cast on Resolution 4 as proxy by any member of key management personnel (including directors) (together KMP) or any closely related party of such a KMP. However, the Company need not disregard a vote if it is cast by an Excluded Person, a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP. If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. 1 APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR UNDER THE LONG TERM INCENTIVE PLAN To consider and, if thought fit, pass the following resolution as an ordinary resolution: 5. That for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is hereby given for the grant of up to 55,000 Performance Rights (incorporating the right to acquire shares in the Company) to the Executive Director, Mr Richard Thornton, on the terms set out in the accompanying Explanatory Memorandum and under the GWA Group Limited Long Term Incentive Plan (LTIP) which is constituted and administered in accordance with the Rules of the LTIP. Note:The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the LTIP (Excluded Persons). However, the Company need not disregard a vote if it is cast by: a person acting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or the person who is chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will also disregard any votes cast on Resolution 5 as proxy by any member of key management personnel (including directors) (together KMP) or any closely related party of such a KMP. However, the Company need not disregard a vote if it is cast by an Excluded Person, a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP. If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. EXPLANATORY MEMORANDUM Accompanying this notice is an Explanatory Memorandum that provides shareholders with background information and further details on the resolutions to be considered at the meeting. The information provided is intended to assist shareholders in understanding the reasons for and the effect of the resolutions, if passed. Information is also presented in accordance with the requirements of the Corporations Act and the Listing Rules. Terms defined in the Explanatory Memorandum and used in this notice bear the same meaning as in the Explanatory Memorandum. VOTING NOTES VOTING ENTITLEMENTS The Board has determined that the entitlement of any person to vote at the meeting will be that person's entitlement as set out in the Company's Register of Members as at 7:00pm (AEST) on Wednesday 28 October 2020. ALL RESOLUTIONS WILL BE BY POLL As shareholders are asked to participate virtually in the meeting, each resolution considered at the meeting will be conducted by a poll. The Board considers voting by poll to be in the interests of the shareholders as a whole and ensures the views of as many shareholders as possible are represented at the meeting. VOTING BY PROXY A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies. A proxy need not be a member of the Company. A shareholder may appoint an individual or body corporate to act as its proxy. If a body corporate is appointed as proxy, the body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the meeting. If two proxies are appointed, the appointment may specify the proportion or number of votes that the proxy may exercise. Otherwise, each proxy may exercise half the votes. A personalised proxy form accompanies this notice of meeting. Shareholders are encouraged to notify an appointed proxy of their appointment to enable them to participate in the meeting online and to exercise your voting instructions. Appointed proxies will need to contact the Company's share registry, Computershare Investor Services to obtain a username and password to vote online. Further details can be found in the AGM Online Meeting Guide available on the Company's website at www.gwagroup.com.au. To be valid, the proxy form (together with the original or a certified copy of any power of attorney under which the proxy form is signed) must be received: at the Company's share registry - Computershare Investor Services Pty Limited, GPO Box 242 Melbourne Victoria 3001 by Facsimile - (Within Australia) - 1800 783 447 (Outside Australia) - +61 3 9473 2555 Alternatively, you can submit your proxy online at www.investorvote.com.au quoting the six digit control number on the proxy form, or by scanning the QR code located on the front of the proxy form using your mobile device. Please note that you will be taken to have signed your proxy form if you lodge your votes via the registry's website. Intermediary online subscribers (Custodians) can lodge a proxy online by visiting www.intermediaryonline.com. In order to take effect, your completed proxy form (and any necessary supporting documentation) must be received by 10:00am (AEST) on Wednesday 28 October 2020, being not less than 48 hours before the time for holding the meeting. 2 UNDIRECTED AND DIRECTED PROXIES - ITEMS 3, 4 AND 5 The Corporations Act places certain restrictions on the ability of Key Management Personnel (including the Chairman of the meeting) and Closely Related Parties to vote as proxy for another shareholder on Item 3 (Adoption of Remuneration Report), Item 4 (Grant of Performance Rights to Managing Director) and Item 5 (Grant of Performance Rights to Executive Director). To ensure that your votes are counted when appointing a proxy who is a member of Key Management Personnel or a Closely Related Party of such a member, you are encouraged to direct your proxy as to how to vote on Items 3, 4 and 5 by indicating your preference by completing any of the 'For', 'Against' or 'Abstain' boxes on the proxy form. The Chairman intends to vote all undirected proxies in favour of Items 3, 4 and 5. If you appoint the Chairman of the meeting as your proxy but you do not direct the Chairman how to vote in respect of Items 3, 4 and 5, you will be authorising and directing the Chairman to vote in favour of Items 3, 4 and 5 and the Chairman will vote in this way, even though Items 3, 4 and 5 are connected with the remuneration of Key Management Personnel. PARTICIPATING IN THE MEETING ONLINE The directors encourage shareholders to participate in the meeting via the Lumi online meeting platform. Whilst shareholders will be able to vote on the resolutions online during the meeting in real time, shareholders are encouraged to lodge a proxy ahead of the meeting, even if they are participating online. If you are unable to attend, please lodge your vote online at www.investorvote.com.au. Shareholders participating in the meeting using the Lumi online platform will be able to vote between the commencement of the meeting and the closure of voting as announced by the Chairman during the meeting. If you participate in the meeting using the Lumi online platform, you will be able to listen to the proceedings, view the presentations, ask questions of the Board and vote in real time. Instructions on how to log on to ask questions during the meeting are outlined below and available on the Company's website at www.gwagroup.com.au. Please note, only shareholders may ask questions online and only once they have been verified. It may not be possible to respond to all questions raised during the meeting. Shareholders are therefore encouraged to lodge questions prior to the meeting, as outlined below under the heading "Questions for the meeting". If you choose to participate in the meeting online, registration will open at 9:00am (AEST) on Friday, 30 October 2020. Shareholders can participate in the Annual General Meeting and watch online using one of the following methods: via a computer or mobile device at https://web.lumiagm.com/399059526 by using the LUMI AGM app, which is available by downloading the app from the Apple App Store or Google Play Store. Once you have selected one of the options above, shareholders will need the following information to participate in the AGM in real time: The meeting ID for the GWA Group Limited AGM, which is 399-059-526; Your username, which is your SRN/HIN; and Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Meeting Guide (link below) for their password details. Further information regarding participating in the meeting online, including browser requirements, is detailed in the AGM Online Meeting Guide available on the Company's website at www.gwagroup.com.au. QUESTIONS FOR THE MEETING Written questions to the Chairman of the Meeting about the management of GWA, or to GWA's External Auditor about the content of the Auditor's Report and the conduct of the audit, may be submitted by completing the Question Form enclosed. To be considered in advance of the meeting, the completed Question Form must be received not later than five business days prior to the meeting (no later than 5:00pm (AEST) on Friday, 23 October 2020). TECHNICAL DIFFICULTIES Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman considers it appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 10:00am (AEST) on Wednesday 28 October 2020, even if they plan to attend online. By Order of the Board Richard J Thornton Executive Director and Company Secretary 11 September 2020 3 This is an excerpt of the original content. To continue reading it, access the original document here .