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Boral Limited Level 3, 40 Mount Street North Sydney NSW 2060 PO Box 1228 North Sydney NSW 2059 T: +61 (02) 9220 6300 F: +61 (02) 9233 6605 17 September 2015 www.boral.com.au The Manager, Listings Australian Securities Exchange ASX Market Announcements Exchange Centre 20 Bridge Street Sydney NSW 2000 Dear Sir 2015 Annual General Meeting We attach the Notice of Meeting and the Proxy Form for the Company's Annual General Meeting to be held on 5 November 2015. The Notice of Meeting and Proxy Form are being sent to shareholders. The Notice of Meeting together with the 2015 Boral Review and the 2015 Annual Report will also be posted on Boral's website www.boral.com.au. Yours faithfully Dominic Millgate Company Secretary For personal use only Boral Limited ABN 13 008 421 761 BORAL LIMITED ANNUAL GENERAL MEETING 2015 17 SEPTEMBER 2015 FERGUSON LA HELP ST ANDERSON ST Dear Shareholder RAILWAY ST THE CONCOURSE It is my pleasure to invite you to attend the 2015 Annual General Meeting of Boral Limited. e ENDEAVOUR ST VICTORIA AVENUE erchang The Meeting will be held at The Civic Pavilion, Transport Chatswood Int The Concourse, Chatswood on Thursday, 5 November SPRING ST 2015 at 10.30am. The map opposite shows the location Chatswood Mall of The Concourse. The Notice of Meeting which follows, sets out the business to be dealt with at the Meeting. VICTOR ST Westeld Shopping Centre If you are able to attend the Meeting, please bring the enclosed Proxy Form with you to facilitate your registration. ALBERT AVENUE If you do not plan to attend the Meeting, you may wish to appoint a proxy to attend and vote on your behalf by completing and lodging the enclosed Proxy Form. Instructions on how to appoint a proxy and lodge the form are outlined on the back of the form. Proxy Forms must be received by 10.30am on Tuesday, 3 November 2015 to be valid for the Meeting. The full AGM will be webcast live on the internet at www.boral.com.au. The Chairman’s Address and the CEO & Managing Director’s Address to the AGM will be placed on Boral’s website on the day of the Meeting. YoursFor personal use only sincerely Dr Bob Every AO Chairman 2015 ANNUAL GENERAL MEETING Notice of Meeting Notice is given that the Annual Item 4: Award of LTI and deferred STI Rights to Mike General Meeting of Shareholders Kane, CEO & Managing Director of Boral Limited will be held at To consider and, if thought fit, to pass the following resolution as an ordinary resolution: The Civic Pavilion, The Concourse, “That approval is given for the award to Mike Kane, the CEO & 409 Victoria Avenue, Chatswood NSW on Managing Director, of rights to fully paid ordinary shares in the Thursday, 5 November 2015 at 10.30am. Company on the terms described in the Explanatory Notes to this Notice of Meeting.” Business Voting Exclusion Statement Item 1: Financial Reports The Company will disregard any votes cast on Item 4: To consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2015. • by or on behalf of Mr Kane and his associates, regardless of the capacity in which the vote is cast, or Item 2: Remuneration Report • as a proxy by a member of the KMP at the date of the AGM To consider and, if thought fit, to pass the following resolution as or a closely related party of those persons, a non-binding ordinary resolution: unless the vote is cast as proxy for a person who is entitled to “To adopt the Remuneration Report for the year ended vote on Item 4, and: 30 June 2015.” • the vote is cast in accordance with a direction on the Voting Exclusion Statement Proxy Form, or The Company will disregard any votes cast on Item 2: • in the absence of a direction on the Proxy Form, the vote is • by or on behalf of a member of the key management cast by the Chairman of the Meeting and the Chairman has personnel of the Company (KMP) named in the received express authority to vote undirected proxies as the Remuneration Report or a closely related party of those Chairman decides (see Note 4). persons (such as close family members and any companies Note: If shareholder approval is obtained, Mr Kane’s rights will the person controls), regardless of the capacity in which the be granted under Boral’s Equity Incentive Plan. No other vote is cast, or Directors are eligible to participate in the Equity Incentive Plan. • as a proxy by a member of the KMP at the date of the AGM or a closely related party of those persons, Item 5: Proportional Takeover Approval Provisions To consider and, if thought fit, to pass the following resolution as unless the vote is cast as proxy for a person who is entitled to a special resolution: vote on Item 2, and: “That the proportional takeover approval provisions contained • the vote is cast in accordance with a direction on the in Schedule 5 of the Constitution of the Company at the date Proxy Form, or of this Notice of Meeting be included as Schedule 5 in the • in the absence of a direction on the Proxy Form, the vote is Constitution of the Company for a further period of three cast by the Chairman of the Meeting and the Chairman has years from the date of the Meeting convened by this received express authority to vote undirected proxies as the Notice of Meeting.” Chairman decides (see Note 4). Further information in relation to each resolution to be Item 3: Re-election of Directors considered at the Annual General Meeting is set out in the 3.1 To re-elect John Marlay as a Director enclosed Explanatory Notes. The Notes relating to voting and the Explanatory Notes form part of this Notice of Meeting. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: By order of the Board “That John Marlay, who retires in accordance with clause 6.3(b) of the Company’s Constitution, being eligible, be re-elected as a Director of the Company.” For personal use only 3.2 To re-elect Catherine Brenner as a Director To consider and, if thought fit, to pass the following Dominic Millgate resolution as an ordinary resolution: Company Secretary “That Catherine Brenner, who retires in accordance with Sydney clause 6.3(b) of the Company’s Constitution, being eligible, 17 September 2015 be re-elected as a Director of the Company.” Bob Every will step down as Chairman and Director effective at the end of the Annual General Meeting. 2 Boral Limited 2015 Annual General Meeting Notes 1. The Board has determined that a person’s entitlement to 7. A member of the Company who is a body corporate and vote at the Annual General Meeting will be the entitlement of who is entitled to attend and vote at the Annual General that person set out in the register of shareholders as at Meeting, or a proxy who is a body corporate and is 7.00pm (Australian Eastern Daylight Saving Time) on appointed by a member of the Company entitled to attend Tuesday, 3 November 2015. Accordingly, transactions and vote at the Annual General Meeting, may appoint a registered after that time will be disregarded in determining person to act as their representative at the Annual General which shareholders are entitled to attend and vote at the Meeting by providing that person with: Annual General Meeting. (a) a letter or certificate, executed in accordance with the 2. A member entitled to attend and vote at the Annual General body corporate’s constitution or the Corporations Act Meeting has the right to appoint a proxy. The proxy of a 2001 (Cth), authorising the person as a representative, member does not need to be a member of the Company. or 3. A member who is entitled to cast two or more votes may (b) a copy of the resolution, certified by a secretary or a appoint two proxies and may specify the proportion or director of the body corporate, appointing the person number of the member’s votes each proxy is entitled to as a representative. exercise. If the appointment does not specify the proportion 8. If you wish to submit a question in writing to the Chairman or number of the member’s votes, each proxy may exercise or the Auditor, please complete the AGM Question Form one half of those votes. that accompanies this Notice of Meeting. AGM Question 4. If a member appoints a KMP (which includes each of the Forms must be received at least five business days prior to Directors) as proxy, the KMP will not be able to cast the the Annual General Meeting (that is, by Wednesday, member’s votes on Item 2 or Item 4 unless the member 28 October 2015) to allow time to collate questions and directs the KMP how to vote or the Chairman of the Meeting prepare answers. is the member’s proxy. If a member appoints the Chairman of the Meeting as their proxy or the Chairman of the Meeting is appointed as the member’s proxy by default, and the member does not mark a voting box for Item 2 or Item 4, then by completing and submitting the Proxy Form the member will be expressly authorising the Chairman of the Meeting to exercise the proxy in respect of the relevant Item even though the Item is connected with the remuneration of the KMP.