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AGMs

AGMs. Sandra Biggs General Manager - SA Computershare Investor Services. Voting . Overall issued capital voted increased in 2013. Statistics are based on companies maintained by Computershare. Voting. Number of securityholders voting continues to decrease.

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AGMs

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  1. AGMs • Sandra Biggs • General Manager - SA • Computershare Investor Services

  2. Voting Overall issued capital voted increased in 2013 Statistics are based on companies maintained by Computershare

  3. Voting Number of securityholders voting continues to decrease Statistics are based on companies maintained by Computershare

  4. Institutional investors More issued capital voted in ASX300 companies Statistics are based on companies maintained by Computershare

  5. Voting channels Online voting reaches highest level Statistics are based on companies maintained by Computershare

  6. Meeting attendance Attendance is down across the board Statistics are based on companies maintained by Computershare

  7. Meeting attendance Attendance levels higher for home-state meetings Statistics are based on companies maintained by Computershare

  8. Meeting attendance Large proportion of attendees are visitors Statistics are based on companies maintained by Computershare

  9. Meeting engagement More companies choose polls

  10. Executive remuneration First strikes drop again, second strikes remain at similar levels

  11. Communication preferences Annual Report elections Statistics are based on companies maintained by Computershare

  12. Case Study - Westfield • Separate meetings of Company and Trust on restructure • Company meetings (3) passed – Trust meeting adjourned due to material change • All resolutions were interdependent, restructure motions required 50% pass, constitutional changes required 75% pass • Poll conducted on adjournment – voting handsets used with results in minutes (as opposed to hours counting poll papers) • Trust meeting adjourned until 20 June – voting entitlement remains the 27 May • Proxy forms to be resent – enabling holders to change their vote, if no change existing proxy vote remains in place for adjourned meeting

  13. Case Study - Westfield • Clear understanding of voting position of top holders – often several layers below the custodian whose name appears on the register • Consider use of voting handsets for poll – registering into multiple meetings • Consider impact and importance of interdependency of all ordinary and special resolutions

  14. Preparing for this year’s AGM Five tips for a smooth meeting

  15. Regulatory Update Proposal to repeal 100 member rule for requisitioning meetings • Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014 • Can be used vexatiously • Costly for companies • Such resolutions rarely pass

  16. Regulatory Update ASX Listing Rule proposal to remove ‘Chairman’s box’ on proxy form • In 10 of the top 50 companies approx 60% of shareholders who appoint the Chairman with open votes do not tick the Chairman’s box • A large number of lost votes • If repealed, will enable Chairman to vote all open votes when Chairman is appointed as proxy • Currently awaiting approval of ASIC • Expected to be effective from 1 July 2014

  17. Regulatory Update Facilitating electronic Offer of securities • RG107 provides clarity on the ability to communicate Offers electronically • Issues to consider • Email elections of holder when providing email address • Expectation of holder • Electronic offer being caught as spam and not delivered • Offer being ‘in the money’ and holder not responding due to non receipt of emailed Offer

  18. Regulatory Update Change in dividend reinvestment plan and currency election dates • Introduced as a result of the reduction from record date to ex date from 5 business days to 3 business days • Last election date to be set no earlier than the business day following the record date for the dividend or distribution

  19. Regulatory Update Foreign Account Tax Compliance Act (FATCA) • Intergovernmental Agreement signed 29 April 14 between AU & US Treasury • Agree to exchange information on each jurisdictions’ taxpayers • Places administrative obligations on Financial Institutions in Australia • Effective 1 July 2014, requirement to identify new Financial Account holders • New Financial Account holders who do not certify they are not a US person will be reported to the ATO who will report to IRS • Tax Laws Amendment (implementation of FATCA amendment) Bill 2014 introduced to Parliament • Draft guidance open for consultation until 11 June 2014

  20. AGMs • Sandra Biggs • General Manager - SA • Computershare Investor Services

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