ABN 64 006 727 966
T 000001 000 PMV MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
29 October 2012
Dear Shareholder
You are invited to attend the 2012 Annual General Meeting ('AGM') of Premier Investments Limited. The enclosed Notice of Annual General Meeting sets out the items of business to be conducted. Also enclosed is the 2012 Annual Report.
The meeting will be held at 10.30 a.m. on Tuesday 4 December 2012 at: Just Group Building
658 Church Street
Richmond, Victoria 3121
Australia
If you are attending the AGM please bring this letter with you to facilitate the registration process.
If you are unable to attend you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our share registrar, Computershare, on fax number (Within Australia) 1800 783 447 and (Outside Australia) +61 3 9473 2555. Alternatively proxy forms can be lodged electronically, by
visiting www.investorvote.com.au and following the instructions provided. Proxy forms must be received no later than
10.30 a.m. Sunday, 2 December 2012.
Corporate shareholders will be required to complete a 'Certificate of Appointment of Representative' to enable a representative to attend. This certificate may be obtained from the Company's share registrar.
Further information is set out in the enclosed Notice of Annual General Meeting. I look forward to your attendance at the meeting.
Yours sincerely
Kim Davis Company Secretary Encl:
Level 53, 101 Collins Street, Melbourne, Victoria, 3000, Australia
Telephone: (03) 9650 6500. Facsimile: (03) 9654 6665
916CR_0_Sample_Proxy/000001/000002
PREMIER INVESTMENTS LIMITEDNOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the Company's 2012 Annual General Meeting will be held at Just Building,
658 Church Street, Richmond, Victoria on Tuesday, 4 December 2012 at 10.30 am AEDT.
Ordinary Business
1 Financial Reports
To receive and consider the Financial Report, the Directors'
Report and the Auditor's Report for the
52 weeks ended 28 July 2012.
2 Remuneration Report
To adopt the Remuneration Report (which forms part of the Directors' Report) for the 52 weeks ended 28 July 2012.
3 Re-election and election of Directors
In accordance with the Company's constitution and ASX
Listing Rule 14.4:
(a) Dr. Gary Weiss retires by rotation and, being eligible,
offers himself for re-election.
(b) Ms. Sally Herman, who was appointed by the Board on 14
December 2011, retires and offers herself for election.
By order of the Board
Kim Davis
Company Secretary
29 October 2012
Page 2 NOTICE OF ANNUAL GENERAL MEETING
1. Defined Terms
Capitalised terms used in this Notice (including those used in the items set out in this Notice) have, unless otherwise defined, the same meanings as set out in the Explanatory Notes attached to this Notice.
2. Material accompanying this Notice
The following materials accompany this Notice:
(a) the Financial Report, Directors' Report including the
Remuneration Report, and the Auditor's
Report, if you have elected to receive a printed copy and
have not withdrawn that election; (b) the Explanatory Notes
setting out details relevant to the business set out in this
Notice; and (c) a Proxy Form.
3. Voting and required majority
Resolutions 2, 3(a) and 3(b)
(a) In accordance with section 249HA of the Corporations Act,
not less than 28 days written notice specifying the intention
to propose resolution 2 has been given.
(b) Each resolution must be passed by more than 50% of all
the votes cast by Shareholders entitled to vote on the
resolutions (whether in person or by proxy, attorney or
representative).
(c) Subject to paragraph 4 below, on a show of hands, every
Shareholder has one vote and, on a poll, every Shareholder
has one vote for each Ordinary Share held.
4. Voting exclusions
The Corporations Act and the ASX Listing Rules require that certain persons must not vote or their votes must be disregarded on resolution 2. These voting exclusions are described below.
Resolution 2
In accordance with the Corporations Act, members of the
Premier Group's Key Management Personnel and their closely
related parties, details of whose remuneration is included in
the Remuneration Report, will not be eligible to vote in any
capacity on resolution 2, except if the vote is not cast on
behalf of a person who is a KMP or a closely related party of
a KMP and the person:
(i) votes as a proxy for a person who is entitled to vote, in
accordance with the directions on the Proxy Form; or
(ii) is the chair of the meeting and votes as proxy for
persons who are entitled to vote and the Proxy Forms:
(A) do not specify the way the proxy is to vote on the
resolution; and
(B) expressly authorise the chair to exercise the proxies
even if the resolution is connected directly or indirectly
with the remuneration of a KMP.
5. Shareholders Eligible to Vote
Pursuant to regulation 7.11.37 of the Corporations
Regulations 2001, the Board has determined that, for the
purposes of the AGM, all Ordinary Shares in the Company will
be taken to be held by the persons registered as Shareholders
at 10.30 am AEDT on Sunday, 2 December 2012 (the
"Effective Time").
NOTICE OF GENERAL MEETING Page 3
6. Proxies and Representatives
(a) All Shareholders at the Effective Time who are entitled
to attend and vote at the AGM may appoint a proxy for that
purpose.
(b) A proxy need not be a Shareholder of the Company.
(c) The Proxy Form accompanying this Notice should be used
unless you appoint your proxy online as set out in clause
6(h) below.
(d) Each Shareholder who is entitled to cast 2 or more votes
at the AGM, may appoint up to
2 proxies and may specify the proportion or number of votes
that each proxy is entitled to exercise. If a Shareholder
does not specify the proportion or number of that
Shareholder's votes each proxy may exercise, each proxy will
be entitled to exercise half of the votes. An additional
Proxy Form will be supplied by the Company on request.
(e) Shareholders wishing to appoint a proxy should read the
instructions on the Proxy Form carefully and then complete
and return the Proxy Form to the Company by the due date and
time set out in clause 6(h) below and the Proxy Form.
(f) Any Shareholder may appoint an attorney to act on its
behalf. The power of attorney, or a certified copy of it,
must be received by the Company as set out in clause 6(h)
below.
(g) Any corporation which is a Shareholder of the Company may
appoint a representative to act on its behalf. Appointments
of representatives must be received by the Company as set out
in clause 6(h) below at any time before the time of the AGM
or adjourned meeting, or at the meeting.
(h) Proxies and powers of attorneys granted by Shareholders
must be received by the Company by no later than 10.30 am
AEDT on Sunday, 2 December 2012:
(i) electronically, by visiting www.investorvote.com.au and
following the instructions provided but a proxy cannot be
appointed online if appointed under power of attorney or
similar authority; or
(ii) at the Company's share registry in Australia -
Computershare Investor Services Pty
Limited, GPO Box 242, Melbourne, Victoria, 3001; or
(iii) by fax at the Company's share registry - fax number
1800 783 447 (within Australia)
or +61 3 9473 2555 (outside Australia); or
(iv) for Intermediary Online subscribers only (custodians) -
electronically by visiting www.intermediaryonline.com.
Please refer to the Proxy Form for more information.
EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL MEETING
1. General
(a) These Explanatory Notes contain information relevant to the business referred to in the Notice of Premier Investments Limited (the "Company") which they accompany. Shareholders are encouraged to read these Explanatory Notes carefully before the AGM.
(b) All capitalised terms used in these Explanatory Notes have the meanings set out in the Glossary of Terms located at the end of this document.
(c) Further details relating to each item in the Notice are set out below.
2. Business
(a) Item 1 - Financial Reports
The Financial Report, Directors' Report and Auditor's Report
of the Premier Group, prepared on a consolidated single
entity basis for the most recent financial year, will be laid
before the AGM as required by the Corporations Act. This item
does not require a formal resolution to be put to the
meeting.
The Chairman will give Shareholders the opportunity to ask
the Auditor questions relevant to the Auditor's Report
or conduct of the audit. If a Shareholder wishes to put
written questions to the Auditor, a Shareholder is entitled
to submit questions relevant to the content of the Auditor's
Report or the conduct of the audit, in writing, to the
Company, up to five business days before the AGM. The Company
will pass the questions on to the Auditor before the AGM. The
Auditor may, but is not obligated to, answer any written or
oral questions that are put to the Auditor by Shareholders.
The Financial Report, Directors' Report and Auditor's Report are available for Shareholders to access and download from the Company's website at www.premierinvestments.com.au/shareholders.html. A printed copy of these reports has only been sent to Shareholders who have asked for them.
(b) Item 2: Remuneration Report
The Remuneration Report (which forms part of the Directors'
Report) is required to include discussion on a number of
issues relating to remuneration policy and its relationship
to the Premier Group's performance.
As required under the Corporations Act, a resolution will be
put to Shareholders to adopt the Remuneration Report.
Shareholders should note that the vote on this resolution is
advisory only and is not binding on the Board.
Under the Corporations Act, if 25% or more of the votes cast
on this Resolution are against adoption of the Remuneration
Report, the Company will be required to consider, and report
to Shareholders on, what action (if any) has been taken to
address Shareholders' concerns at next year's
annual general meeting. Depending on the outcome of next
year's voting on the Company's Remuneration Report,
Shareholders may be required to consider a resolution to call
another general meeting in accordance with the Corporations
Act at which the Directors who held office at the date of the
Directors' Report (excluding the Managing Director) will
be required to seek re-election.
Page 6 Explanatory Notes to Notice of Annual General Meeting
Directors' Recommendation
The Directors unanimously recommend Shareholders vote in favour of adopting the Remuneration Report. As stated in the Notice, each of the Premier Group's KMPs whose remuneration is included in the Remuneration Report and closely related parties of those KMPs are not eligible to vote on this Resolution, except as stated in the Notice.
The Chairman intends to vote all available proxies in favour of the adoption of the
Remuneration Report.
(c) Items 3(a) and 3(b): Re-election and election of Directors
Each re-election and election of Directors will be conducted
as a separate resolution.
Dr. Gary Weiss holds the degrees of LL.B (Hons) and LL.M
(with dist.) from Victoria University of Wellington, as well
as a Doctor of Juridical Science (JSD) from Cornell
University, New York. Dr. Weiss has extensive international
business experience and has been involved in numerous
cross-border mergers and acquisitions. Dr. Weiss is Chairman
of Secure Parking Pty Ltd, Executive Director of Ariadne
Australia Ltd, and a director of Premier Investments Limited,
Ridley Corporation Ltd, Mercantile Investment Company
Limited, Pro-Pac Packaging Limited, Tag Pacific Limited,
Victor Chang Cardiac Research Institute and The Centre for
Independent Studies. He was Chairman of Coats Plc from 2003
until April 2012 and executive director of Guinness Peat
Group Plc from 1990 to April 2011 and has held directorships
of numerous companies, including Westfield Group, Tower
Australia Ltd, Australian Wealth Management Limited, Tyndall
Australia Ltd (Deputy Chairman), Joe White Maltings Ltd
(Chairman), CIC Ltd, Whitlam Turnbull & Co Ltd and Industrial
Equity Ltd. He has authored numerous articles on a variety of
legal and commercial topics.
Ms. Sally Herman has more than 25 years' executive experience
in financial services in both Australia and in the United
States, including 16 years with the Westpac Group running
major business units in almost every operation division of
the Group. Ms. Herman ran Corporate Affairs and
Sustainability for Westpac during the merger with St. George.
Prior to Westpac, she held senior roles at Macquarie Bank.
Ms. Herman now is a company director and consultant, and sits
on the board of ME Bank Pty Limited, FSA Group Limited, and
is the Chairman of Urbis Pty Ltd, a large urban planning and
property advisory firm. She also sits on several not for
profit boards, including the State Library of NSW Foundation
and the National Art School. Ms. Herman holds a BA from
University of NSW and is a Graduate of the Australian
Institute of Company Directors.
Information about each of these Directors can be found in the
Directors' Report, which accompanies, and forms part of, the
Financial Report.
Directors' Recommendation
The continuing Directors unanimously support the re-election
of Dr. Gary Weiss and election of
Ms. Sally Herman.
The Chairman intends to vote all available proxies in favour of the re-election of
Dr. Gary Weiss and election of Ms. Sally Herman.
Glossary of Terms Page 7
GLOSSARY OF TERMS
AEDT means Australian Eastern Daylight Time.
AGM means the annual general meeting of the Company to be held on
Tuesday, 4 December 2012 at 10.30 am AEDT.
ASX means ASX Limited ACN 008 624 691.
Auditor means the auditor of the Company.
Auditor's Report means the report of the Auditor regarding its audit of the Premier Group, which accompanies the Financial Report.
Board means the board of Directors of the Company. Company means Premier Investments Limited ACN 006 727 966. Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the report of the Directors, which accompanies the Financial Report.
Effective Time means 10.30 am AEDT on Sunday, 2 December 2012.
Explanatory Notes means the notes contained in this document that provide details of the business to be considered at the AGM.
Financial Report means the annual financial report of the Premier Group for the 52 weeks ending on 28 July 2012 that accompanies the Notice of AGM.
Key Management has the meaning given to that term in the Financial Report and KMP has
Personnel the same meaning.
Listing Rules means the listing rules of the ASX, as amended from time to time.
Notice of AGM means the notice of the AGM of the Company accompanying these
Explanatory Notes (and "Notice" has the same meaning).
Ordinary Shares means fully paid ordinary shares in the capital of the Company.
Premier Group means the Company and its controlled entities.
Proxy Form means the proxy form accompanying the Notice of AGM.
Remuneration Report means the remuneration report of the Premier Group that forms part of the Directors' Report.
Shareholder means a holder of one or more Ordinary Shares.
ABN 64 006 727 966
T 000001 000 PMV MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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