2013 Notice of Annual General Meeting
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2013 Notice of Annual General Meeting 9.30am (AEDT) Thursday, 19 December 2013 Plenary 2 Melbourne Convention & Exhibition Centre 1 Convention Centre Place South Wharf, Victoria 3006 Getting there ETIHAD STADIUM Bourke Street SOUTHERN CROSS STATION CENTRAL BUSINESS DISTRICT Collins Street DOCKLANDS Flinders Street Spencer Street Wurundjeri Way Siddeley Street YARRA RIVER YARRA RIVER Seafarers Bridge Seafarers South Wharf Promenade Orrs Dock ENTRANCE Dukes Walk Offices Clarendon Street Polly Woodside RETAIL Rona Walk HILTON Link MELBOURNE Wright Walk Charles Grimes Bridge Grimes Charles SOUTH WHARF ENTRANCE Orrs Walk Convention Centre Place MELBOURNE CONVENTION CENTRE Lorimer Street Car Park Enclosed Entrance Link RETAIL Convention Centre Montague Street Loading Dock South Wharf Retail Car Park Entry Freeway Ramp MELBOURNE EXHIBITION CENTRE Car Park Entrance Freeway Ramp Freeway Car Park Car Park Car Park Entrance Normanby Road Entrance Exhibition Centre Exit Loading Dock Montague Street Car Park Entrance Car Park Entrance Munro Street Normanby Road Melbourne Convention & Exhibition Centre (Plenary 2) 1 Convention Centre Place, South Wharf, Victoria 3006 www.mcec.com.au 2 National Australia Bank Limited ABN 12 004 044 937 Michael A Chaney AO Chairman 800 Bourke Street Docklands Victoria 3008 Australia 18 November 2013 Dear Shareholder It is my pleasure to invite you to the 2013 Annual General Meeting (AGM) of National Australia Bank Limited (NAB). Meeting details Date: Thursday, 19 December 2013 Time: 9.30am (Australian Eastern Daylight Time) Venue: Plenary 2 Melbourne Convention and Exhibition Centre 1 Convention Centre Place South Wharf, Victoria 3006 Australia Registering your attendance on the day If you attend the meeting, you will need to register at one of the registration desks on the day. The registration desks will be open from 8.30am (Australian Eastern Daylight Time). You will find it much easier to register if you bring your proxy form with you – we will scan the barcode to record your attendance. Voting at the meeting or by proxy You may vote on the items of business to be considered at the meeting, either in person at the meeting or by completing and returning the proxy form enclosed with this letter. You can return your proxy form: • online using your smartphone or at www.investorvote.com.au; • in the enclosed reply paid envelope; • by facsimile to 1800 783 447 within Australia or +61 3 9473 2555 outside Australia; or • by hand to 452 Johnston Street, Abbotsford VIC 3067, Australia. The proxy form should be returned to NAB by no later than 9.30am (Australian Eastern Daylight Time) on Tuesday, 17 December 2013. Items of business for consideration Of particular relevance among this year’s items of business for your consideration is the election and re-election of directors. Three current non-executive directors are standing for re-election. The Board has reviewed these directors’ performance and endorses their re-election. In addition, a shareholder with one ordinary share in the Company, Mr Barrow, has nominated himself for election. The Board unanimously believes that it is not in the best interests of the Company and its shareholders that Mr Barrow be elected as a non-executive director, and the Board recommends that shareholders vote against the election of Mr Barrow. Other items of business that shareholders are asked to consider are the Company’s financial statements and reports, the approval of certain securities issued during the year, the Remuneration Report, and the grant of performance rights to the Group Chief Executive Officer under the Company’s short term incentive and long term incentive plans. Viewing the meeting on the internet The AGM will be webcast from 9.30am (Australian Eastern Daylight Time) on Thursday, 19 December 2013 and archived at www.nabgroup.com/agm so that shareholders unable to attend can watch on the day or at any time convenient to them. Refreshments After the meeting, you are welcome to stay and enjoy some refreshments. The directors of NAB look forward to seeing you on the day. Yours sincerely MICHAEL CHANEY AO Chairman 3 National Australia Bank Notice of Annual General Meeting Notice of Annual General Meeting The Annual General Meeting of National Australia Bank Limited (the ‘Company’) will be held in Plenary 2, Melbourne Convention and Exhibition Centre, 1 Convention Centre Place, South Wharf, Victoria on Thursday, 19 December 2013 at 9.30am (Australian Eastern Daylight Time). 1. Financial Statements and Reports To consider the Company’s financial statements and the reports for the year ended 30 September 2013. 2. Approval of Securities Issued To consider and, if thought fit, to pass the following as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4, the issue of securities by the Company as described in the Explanatory Notes be approved.” 3. Remuneration Report To consider and, if thought fit, to pass the following as an advisory ordinary resolution: “That the Remuneration Report for the year ended 30 September 2013 be adopted.” 4. Performance Rights – Group Chief Executive Officer To consider and, if thought fit, to pass the following as an ordinary resolution: “That the grant of performance rights to the Group Chief Executive Officer, Mr Cameron Clyne, under the Company’s short term incentive and long term incentive plans as described in the Explanatory Notes be approved.” 5. Re-election and Election of Directors In accordance with Article 10.3 of the Company’s Constitution: (a) Mr Daniel Gilbert retires and offers himself for re-election; (b) Ms Jillian Segal retires and offers herself for re-election; (c) Mr Anthony Yuen retires and offers himself for re-election; and in accordance with Article 10.3 and 10.6 of the Company’s Constitution: (d) Mr David Barrow nominates himself as a director and offers himself for election. Items 5(a), 5(b), 5(c) and 5(d) will be voted on as separate ordinary resolutions. By Order of the Board LOUISE THOMSON Company Secretary 18 November 2013 4 Information for shareholders Entitlement to attend and vote at the Meeting A corporate shareholder must sign the proxy form in accordance with its constitution or otherwise in accordance All shareholders may attend the Annual General Meeting. with the Corporations Act 2001 (Cth). Where the proxy form The Board has determined that for the purposes of voting is signed under the hand of a duly authorised person or at the meeting, shareholders will be taken to be those persons of a corporate shareholder, such authorisation persons recorded on the Company’s register of members as must have been sighted at the Company’s Share Registry. at 7.00pm (Australian Eastern Daylight Time) on Tuesday, 17 December 2013. The Company’s Constitution and the Corporations Act 2001 (Cth) require that, to be effective, a proxy form together In the case of joint shareholders, all holders may attend the with any power of attorney under which it is executed or meeting but only one holder may vote at the meeting in a certified copy of the relevant authority, must be received respect of the relevant shares (including by proxy). If more by the Company no later than 9.30am (Australian Eastern than one joint holder is present, and more than one of the Daylight Time) on Tuesday, 17 December 2013, which is joint holders vote in respect of the relevant shares, only the 48 hours before the commencement of the Annual General vote of the joint holder whose name stands first in the Meeting. register in respect of the relevant shares is counted. A corporate shareholder may appoint one or more persons to A proxy does not need to be a shareholder of the Company act as its representative(s), but only one representative may and may be an individual or a body corporate. exercise the corporate shareholder’s powers at any one A proxy who is not the Chairman of the meeting need not time. The Company requires appropriate evidence of the vote in that capacity on a poll on any resolution. If the appointment. proxy’s appointment specifies the way to vote on a Asking questions at the Meeting resolution and the proxy decides to vote in that capacity The Annual General Meeting is intended to give on that resolution, the proxy must vote the way specified shareholders the opportunity to hear both the Chairman (subject to the other provisions of this Notice, including and the Group Chief Executive Officer talk about the year the voting restrictions noted below). that has just passed and also give some insight into the If the proxy’s appointment specifies the way to vote on a Company’s prospects for the year ahead. resolution, and the proxy does not attend the meeting or We welcome shareholders’ questions at the meeting. In does not vote on the resolution, then such directed proxies the interests of all present, we ask that you confine your will default to the Chairman of the meeting who must vote questions to matters before the meeting that are relevant to the proxies as directed. shareholders as a whole. Our staff at the Customer Service If the Chairman of the meeting is appointed, or taken to be Desk or the Shareholder Services Desk in the foyer on the appointed, as a proxy, but the appointment does not specify day of the meeting will be happy to deal with any questions the way to vote on a resolution, then the Chairman intends that relate to the private affairs of any individual to exercise the relevant shareholder’s votes in favour of the shareholders or customers. relevant resolution (subject to the other provisions of this Proxy votes Notice, including the voting restrictions noted below), except for Item 5(d), the election of Mr David Barrow to You can appoint a proxy to attend and vote for you at the the Board.