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NOTICE OF MEETING 2016 ANNUAL GENERAL MEETING For personal use only WHEN WE BELIEVE, WE CAN. Notice of Meeting 2016 1 COMMONWEALTH BANK OF AUSTRALIA | ACN 123 123 124 HOW TO GET THERE BY BUS Elizabeth Quay Busport is located on Mounts Bay Road The 2016 Annual General Meeting of the and is the closest to the PCEC. Many bus services Commonwealth Bank of Australia will be depart and arrive at this busport including the free CDB ‘Blue and Green CAT’ service. Another major busport is held on Wednesday, 9 November 2016 Wellington Street Bus Station located next to Perth commencing at 9.30am (Perth time) in the Central train on Wellington Street. Timetables are BelleVue Ballroom at the Perth Convention available at www.transperth.wa.gov.au. and Exhibition Centre, 21 Mounts Bay Road, BY FERRY Perth, Western Australia. A map and A ferry service operates across the Swan River between Elizabeth Quay Jetty (Perth) and Mends directions are set out below. Timetables and Street Jetty (South Perth). Elizabeth Quay Jetty is a further transport information is available at short walk to the PCEC. Timetables are available at https://www.wa.gov.au/information-about/ www.transperth.wa.gov.au. getting-around/buses-trains-public-transport. BY CAR The PCEC provides casual rate parking. Entry is via BY TRAIN Mill Street, Mounts Bay Road or the Riverside Drive exit Elizabeth Quay train station located on William Street is on the Mitchell Freeway. Information on City of Perth the closest to the Perth Convention and Exhibition parking is available at www.cityofperthparking.com.au. Centre (PCEC) and services the Mandurah and BY TAXI Joondalup Railway Lines. Other train stations within On arrival, taxis can drop passengers directly in front of close proximity include the Perth Underground station the PCEC’s designated Cab Spot Location. On departure, located on the corner of William Street and Murray the PCEC provides a taxi phone located at the Plaza Entry Street Mall (also servicing the Mandurah and Joondalup doors on Level 1. The Cab Spot number is 1088. Railway Lines) and Perth Central station located along Wellington Street which is across from Forrest Place WALKING (servicing the Armadale-Thornlie Railway Line, Fremantle Access to Level 1 of the PCEC is via Mill Street or Railway Line and the Midland Railway Line). Perth Mounts Bay Road. Access to Level 2 of the PCEC is via Underground station and Perth Central station are the Esplanade Busport overpass. connected by an underground walkway. Timetables are available at www.transperth.wa.gov.au. TRAIN CAR BUS TAXI W FERRY WALKING ELLIN GTON ST GEORG MU ST RR ES HA AY ST ST TCE Y ST LL I M T S D M AY R A S B T I T HE L N E U SP L O LAN I M ENTRY ADE T W S AGM TO AGM K PERTH C BelleVue A & EXHIBITION CONVENTION R CITY For personal use only Ballroom R GOVERNMENT OF A PERTH CENTRE B HOUSE Y W DE DR F RSI IVE L R R L IVE E RS H IDE C D R IT M 2 Commonwealth Bank of Australia Chairman’s Letter 29 September 2016 Dear Shareholder It is my pleasure to invite you to A live webcast of the Meeting will be attend the 2016 Annual General broadcast on the Commonwealth Bank’s Meeting of the Commonwealth website at www.commbank.com.au/agm. Bank of Australia. The Meeting will The webcast will also be recorded and be held at the Perth Convention available to view after the Meeting at the same website address. and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia Any body corporate holder of on Wednesday, 9 November 2016, Commonwealth Bank shares, or any body commencing at 9.30am (Perth corporate appointed as a proxy, wishing to time). A map on the previous page appoint a person to act as its representative shows the location of the venue. at the Meeting may do so by providing that person with a letter, executed in accordance Registration will be available from with the body corporate’s constitution, 8.00am (Perth time). authorising him or her as the body A Voting/Proxy Form is included in this corporate’s representative. information pack. The Voting/Proxy Form The Notice of Meeting commences on contains a barcode to assist with the page 4, listing the items to be considered registration process at the Meeting. If at the Meeting. Background information on you attend the Meeting, please bring this Items 1 to 4 is contained in the Explanatory barcoded Voting/Proxy Form with you. Memorandum on pages 7 to 18, which forms If you are not attending the Meeting, the part of the Notice of Meeting. Voting/Proxy Form allows you to either Commonwealth Bank Directors and Senior lodge your vote directly or appoint a proxy Executives cordially invite shareholders to join to vote on your behalf. Please refer to the them for refreshments which will be served at Notice of Meeting and the Voting/Proxy the conclusion of the Meeting. Form for more information. I have enclosed a form for those who cannot Yours sincerely attend the Meeting but would like to submit questions on any shareholder matters that may be relevant to the Meeting. I invite you to submitFor personal use only any questions on this form and return it with the Voting/Proxy Form. While time David J Turner will probably not permit me to address all Chairman the questions submitted, I will try, during the course of the Meeting, to address the more frequently raised shareholder matters. Notice of Meeting 2016 3 Notice of Meeting The 2016 Annual General Meeting of the Commonwealth Bank of Australia (Commonwealth Bank or the Company) will be held on Wednesday, 9 November 2016 commencing at 9.30am (Perth time) in the BelleVue Ballroom at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia. Information about the Directors seeking ITEMS OF BUSINESS election and re-election for Item 2 appears in the Explanatory Memorandum, including 1. Discussion of Financial the Board’s recommendation in relation Statements and Reports to each Director. To discuss the Financial Report, the 3. Adoption of Remuneration Report Directors’ Report and the Auditor’s Report To adopt the Remuneration Report of the of the Commonwealth Bank for the financial Commonwealth Bank for the financial year year ended 30 June 2016. ended 30 June 2016. 2. Election of Directors Voting Exclusion Statement for Item 3 To elect Directors: The Company will disregard any votes cast (a) Mr Shirish Apte who retires in accordance on Item 3: with the Constitution of the Company • by or on behalf of a member of the key and, being eligible, offers himself for re-election. management personnel of the Company as disclosed in the Company’s 2016 (b) Sir David Higgins who retires in Remuneration Report (KMP) or a closely accordance with the Constitution of the Company and, being eligible, offers related party of such a member himself for re-election. (such as close family members and any companies the person controls), (c) Mr Brian Long who retires in accordance with the Constitution of the Company regardless of the capacity in which the and, being eligible, offers himself for vote is cast; and re-election. • as a proxy by a member of the KMP at (d) Ms Catherine Livingstone AO who retires the date of the Annual General Meeting or in accordance with the Constitution of the a closely related party of such a member, Company and, being eligible, offers unless the vote is cast as proxy for a person For personal use only herself for election. who is entitled to vote on Item 3, and: (e) Ms Mary Padbury who retires in • the vote is cast in accordance with a accordance with the Constitution of direction on the Voting/Proxy Form; or the Company and, being eligible, • the vote is cast by the Chairman of the offers herself for election. Meeting pursuant to an express authorisation to exercise the proxy. 4 Commonwealth Bank of Australia 4. Grant of Securities to Mr Ian Narev If you vote on at least one Item but leave under the Group Leadership other Item(s) blank, the vote on the Item(s) Reward Plan marked will be valid but no vote will be To approve for all purposes, including counted for the Item(s) left blank. ASX Listing Rule 10.14, Mr Ian Narev’s If you leave blank the voting direction for participation in the Group Leadership all Items, the Chairman of the Meeting will Reward Plan (GLRP) of the Commonwealth be deemed to be your appointed proxy for Bank and for the grant of reward rights to all Items. Mr Narev within one year of the date of this Appointment of Proxy Annual General Meeting pursuant to the If you are a shareholder and are unable GLRP and on the terms described in the to attend and vote at the Annual General Explanatory Memorandum accompanying Meeting on 9 November 2016, and do not this Notice of Meeting. choose to use direct voting, you are entitled Voting Exclusion Statement for Item 4 to appoint a proxy to attend and vote on your The Company will disregard any votes cast behalf. A proxy need not be a shareholder. on Item 4: A proxy may be an individual or a body • by or on behalf of Mr Narev and any of his corporate. To appoint a proxy, write the name associates, regardless of the capacity in of the person or body corporate in the box which the vote is cast; and provided on the enclosed Voting/Proxy Form.