STOCKBROKERS AND FINANCIAL ADVISERS ASSOCIATION LIMITED ACN 089 767 706

19th ANNUAL GENERAL MEETING Held on Thursday 22 November 2018 at 4.30 pm AEDT At SAFAA Boardroom, Level 6, 56 Pitt Street, NSW 2000 And via telephone conference- , , Adelaide, and

Minutes

ATTENDEES Principal Members

First Post Number Surname Principal Member Site Name Nominals of Votes

Brian Sheahan MSAFAA Morgans Financial Brisbane 60 Brian Phelps MSAFAA Commonwealth Securities Sydney 60 Tim Gunning MSAFAA Ord Minnett Sydney 30 Jane Irwin MSAFAA Patersons Securities Melbourne 60 Conor Foley MSAFAA UBS Sydney 30 Michael Whiting MSAFAA Taylor Collison Adelaide 15 Neville Azzopardi MSAFAA JB Were Melbourne 15

Sydney – 120 votes (2 Principal Members) Melbourne – 75 votes (2 Principal Members) Brisbane - 60 votes (1 Principal member) Adelaide – 15 votes ( 1 Principal member) Perth – 0 votes ( 0 Principal Member)

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Proxies: Bell Potter– 60 votes Hartleys – 30 votes Baillieu – 30 votes Bridges – 30 votes Euroz – 30 votes Shaw and Partners - 30 votes ITG – 30 votes Phillip Capital – 15 votes Saxo – 15 votes

Individual Members / others

Post First Name Surname Organisation Name Site Nominals

Karl Morris MSAFAA Ord Minnett Brisbane Commonwealth Brian Phelps MSAFAA Sydney Securities Scott Webster MSAFAA UBS Sydney Matthew Wigzell MSAFAA Patersons Securities Melbourne Ronald Hay FSAFAA Baillieu Holst Melbourne

Others First Post Surname Organisation Name Site Name Nominals

Anne Shortis SAFAA Sydney

Glenn Merchant Mitchell Partners Sydney

Diem Tran SAFAA Sydney

Conor Evans Morgans Brisbane teleconf.

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Susan Antoun Taylor Collison Adelaide teleconf.

Aron Young Patersons Perth teleconf.

Andrew Green SAFAA Sydney

Peter Stepek SAFAA Sydney

Apologies Received from Individual Members:

Dean Surkitt Andrew Fleming Doug Clark

1.0 OPENING OF MEETING AND WELCOME FROM CHAIRMAN 1.1 The Chairman declared the meeting opened at 16:30p.m. and welcomed everyone to the 19th Annual General Meeting of the Stockbrokers and Financial Advisers Association being held in Sydney and via teleconference in Melbourne, Brisbane, Adelaide, and Perth.

1.2 Apologies were noted by the Chairman.

1.3 The Company Secretary noted 9 proxies from Principal Members.

1.4 The Company Secretary announced that there was a quorum for the meeting.

2.0 Chairman’s Address: Speech by Karl Morris - Chairman, Stockbrokers And Financial Advisers Association

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The Chairman noted that this was his final Annual General Meeting as Chairman. After 5 years as Chairman, he would be stepping down at the conclusion of the meeting.

The Chairman reviewed the events of the preceding year, which had been dominated by the Banking Royal Commission. The Stockbroking industry had avoided the types of behavior that had occurred in other sectors, but nevertheless it would be impacted by the regulatory response. This included the other key issue of the last 12 months, which was the Professional Standards framework, which had now become law, and the educational and ethical standards that were being progressively announced by FASEA.

The Chairman expressed pride in the stockbroking industry, and its key role in raising capital and debt for the benefit of the economy. It was important that the industry continue to articulate this important role.

The Chairman also noted that the industry was continuing to see the impact of new technology and digital disruption. The ASX replacement of CHESS with a distributed ledger solution was noted, as was the potential ripple effect locally of the MIFID II regime from Europe.

The Chairman thanked the Board Members for their contribution throughout the year. The Chairman thanked the MD and staff of the Association, and all Committees for their work.

The Chairman expressed every confidence that the Board would make an excellent appointment to the position of the Chairman of the Association at the next Board meeting.

3.0 Managing Director’s report – Andrew Green, MD and CE:

The Managing Director (MD) delivered his Report. He commenced by thanking outgoing Chairman Karl Morris for his leadership during the last 5 years.

The MD outlined the SAFAA achievements for 2018. This included its work on Advocacy and policy issues, most notably on the Professional Standards legislation, which was now being implement, and the educational standards being released by FASEA. The MD also mentioned the work being carried out in conjunction with other Professional Associations with a view to an industry-wide compliance scheme for the monitoring of the new standard Code of Ethics that was to come into effect.

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Planning for the Annual Conference in May 2019 was well under way. There would be a new initiative in the program, an Operations and Technology breakout session.

The MD thanked the Board for their efforts on behalf of the Association in the previous 12 months. The MD also thanked Practitioner Members who had served on the various Committees, and all of the SAFAA staff.

4.0 ORDINARY BUSINESS

4.1 Receipt of Reports and Accounts: The reports of the Directors, Auditors and the Statement of Financial Position for the year ended 30 June 2018 tabled at the meeting were received.

4.2 Election of Directors: The Company Secretary’s report on the election of Directors was received.

The Company Secretary confirmed the election of the following Directors:

Representing Institutional Principal Members: Kiri Pettigrew (ITG) Conor Foley (UBS)

Representing Retail Principal Members: Neville Azzopardi – JB Were Brian Sheahan (Morgans) Tim Gunning (Ord Minnett)

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There were no other nominations for Director representing either Retail Principal Members or Institutional Principal Members. As the number of nominations did not exceed the number of vacancies, a ballot was not required.

There were no vacancies for Director representing Individual Practitioner Members under Clause 53.3 of the Constitution, both available positions currently being filled by sitting Directors.

4.3 Minutes of the Previous AGM - Ordinary Resolution 1: “That the minutes of the previous Annual General Meeting held on 23 November 2017 are correct”.

The motion was passed unanimously.

4.5 Appointment of Auditor - Ordinary Resolution 2: “That Mitchell Partners be re- appointed as the Stockbrokers Association Auditor, for the financial year 2018- 2019, and until the 2019 annual general meeting; and that the remuneration for the appointed Auditor, for the financial year ending 30 June 2019 be a sum set by the Board being not greater than $19,500 (plus GST), for their auditing services relevant to that financial year.”

The motion was passed unanimously.

5.0 SPECIAL BUSINESS

5.1 Special Resolution 1:

‘That Clause 70 of the Constitution be replaced by a new Clause 70 as follows:

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70.1 Subject to Clause 70.2, a resolution in writing signed by all the Directors for the time being present in (not being less required by Clause 64) shall be as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted and may consist of several documents in the like form each signed by one or more of the Directors. A cable, telegram, facsimile transmission, electronic mail or other document produced or reproducible by mechanical means and bearing a signature of a Director printed with their authority by mechanical means shall be deemed to be a document in writing signed by the Director.

70.2 Notwithstanding Clause 70.1, the company may send a circular resolution by email to the Directors and the Directors may agree to the resolution by sending a reply email to that effect, including the text of the resolution either in their reply or in the chain of emails in which the reply is contained.

70.3 A circular resolution is passed when the last director signs or otherwise agrees to the resolution in the manner set out in clause 70.1 or clause 70.2.”

The motion was passed unanimously.

6.0 OTHER BUSINESS

R. Hay asked a question regarding what steps could be taken to better engage with the major firms who were not SAFAA members.

There was a discussion regarding the likelihood of attracting membership from the global firms who saw themselves more closely aligned to other industry bodies by reason of their over-the-counter businesses.

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7.0 CLOSE OF MEETING

There being no further business, the Chairman declared the meeting closed at 16:50 pm and thanked everyone for attending the 2018 Stockbrokers And Financial Advisers Association Annual General Meeting.

Signed by Chairman: ______

Date: ______

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