2014 NOTICE OF AnnUAL GENERAL MEETIng CABCHARGE AUSTRALIA LIMITED ABN 99 001 958 390 For personal use only ON THE MOVE CHAIRMAN’s LETTER CHAIRMAN’S LETTER 15 October 2014 Dear Shareholder On behalf of the Board of Cabcharge Australia Limited (Company or Cabcharge), I would like to invite you to attend the Annual General Meeting on Wednesday 26 November 2014 (AGM or Meeting). The AGM will be held at the InterContinental Hotel, 117 Macquarie Street, Sydney NSW 2000. The AGM will commence at 11:00am (AEST) with registration available from 10:15am (AEST). The Notice of Meeting for the AGM commences on page 2 and lists the items of business to be considered at the AGM. Background information on Resolutions 1 to 9 is contained in the Explanatory Notes accompanying the Notice of Meeting on pages 6 to 11. This year, an individual shareholder, Mr Stephen Mayne, has nominated himself for election to the Board (Resolution 4). The Board has determined that it does not support Mr Mayne’s election as set out on page 7 of the Explanatory Notes. A Proxy Form is included in this information pack. The Proxy Form contains a barcode to assist with the registration process at the Meeting and so you should bring this with you to facilitate registration on the day of the Meeting. If you are not attending the Meeting, we would still like you to participate in the AGM by returning your completed Proxy Form to Link Market Services no later than 11:00am (AEST) on Monday 24 November 2014. Please refer to the Notice of Meeting for further information. I thank you for your support and look forward to seeing you at the AGM. Yours sincerely Russell Balding, AO Chairman For personal use only Notice is given that the Annual General Meeting of Cabcharge Australia Limited will be held: Date: Wednesday 26 November 2014 Time: 11:00am (AEST) Venue: InterContinental Hotel, 117 Macquarie Street, Sydney, NSW 2000 CABCHARGE 3 2014 NOTICE OF ANNUAL GENERAL MEETING ITEMS OF BUSINESS ORDINARY BUSINESS A. FINANCIAL STATEMENTS Resolution 3: Election of Richard Millen Resolution 6: Spill Resolution AND REPORTS “That Richard Millen, having been Resolution 6 is a conditional resolution and To receive and consider the Consolidated appointed to the office of Director since a contingent poll will be held. The resolution Financial Statements, the Directors’ the Company’s last annual general meeting will be deemed to have been withdrawn and Report and the Auditor’s Report for the and who retires pursuant to Rule 6.1(e) the result of the contingent poll will not be Company and its controlled entities’ for of the Constitution of the Company and valid if Resolution 5 passes on a majority of the financial year ended 30 June 2014. being eligible, and having offered himself more than 75%. Please refer to the for election, is elected as a Director of Explanatory Notes for further information. B. ELECTION OF DIRECTORS the Company.” To consider and, if thought fit, pass the To consider and, if thought fit, pass the following resolution as an ordinary resolution: following Resolutions 1 to 4 (inclusive) NON BOARD ENDORSED CANDIDATE as ordinary resolutions: Resolution 4: Election of Stephen Mayne “Subject to Resolution 5 not being passed “That Stephen Mayne, who offers himself by more than 75% of votes cast at the BOARD ENDORSED CANDIDATES for election to the office of Director pursuant Annual General Meeting, that within 90 days Resolution 1: Re-election of to Rule 6.1(m)(iii) of the Constitution of the of the date of this resolution another Russell Balding Company, is elected as a Director of meeting of shareholders (Spill Meeting) “That Russell Balding who retires from the the Company.” be held and those Directors of the Company office of Director pursuant to Rule 6.1(f)(ii) prescribed by section 250V(1)(b) of the of the Constitution of the Company and C. REMUNERATION REPORT Corporations Act 2001 (Cth) will cease to being eligible and having offered himself Resolution 5: Adoption of the hold office immediately prior to the end of for re-election, is re-elected as a Director Remuneration Report the Spill Meeting and resolutions to appoint of the Company.” To consider and, if thought fit, pass the persons to fill those vacancies be put at the following resolution as an advisory Spill Meeting.” Resolution 2: Election of Rodney Gilmour ordinary resolution: “That Rodney Gilmour, having been “That for the purposes of section 250R(2) appointed to the office of Director since the of the Corporations Act 2001 (Cth), and for Company’s last annual general meeting and all other purposes, approval is given for the who retires pursuant to Rule 6.1(e) of the adoption of the Remuneration Report as Constitution of the Company and being contained in the Company’s Directors’ eligible, and having offered himself for Report for the year ended 30 June 2014.” election, is elected as a Director of the Company.” The vote on this resolution is advisory only and does not bind the Directors or the Company. SPECIAL BUSINESS D. INCREASE AGGREGATE FEE POOL E. LONG TERM INCENTIVE PLAN FOR NON-EXECUTIVE DIRECTORS Resolution 8: Adoption of Resolution 7: Approval to Long Term Incentive Plan increase aggregate fee pool for To consider and, if thought fit, Non-Executive Directors pass the following resolution as an To consider and, if thought fit, ordinary resolution: pass the following resolution as an “That the Company’s Long Term Incentive ordinary resolution: Plan be approved for all purposes, on the “That for the purposes of ASX Listing terms which are described in the Rule 10.17, the Constitution of the Explanatory Notes.” Company and for all other purposes, the aggregate amount of fees that may be paid Resolution 9: Approval of Grant of Rights to the Chief Executive Officer For personal use only to Non-Executive Directors as a whole be increased from A$800,000 to A$1,300,000 To consider and, if thought fit, per annum (an increase of A$500,000), pass the following resolution as an effective from 1 July 2014.” ordinary resolution: “That, approval be given for the issue of 43,036 Rights to the Chief Executive Officer, Mr Andrew Skelton, under the Company’s Long Term Incentive Plan, on the terms summarised in the Explanatory Notes.” 4 ITEMS OF BUSINESS VOTING EXCLUSION STATEMENTS C: REMUNERATION REPORT D. InCREASE aggREgaTE FEE POOL FOR E. LOng TERM InCENTIVE PLan The Company will disregard any votes NON-ExECUTIVE DIRECTORS The Company will disregard any votes cast on Resolution 5 in accordance with For the purposes of the ASX Listing Rules, cast on Resolutions 8 and 9 by the CEO sections 250BD and 250R of the the Company will disregard any votes cast and any of his associates. Corporations Act 2001 (Cth) ( ) or on on Resolution 7 by: Act Further, a vote must not be cast on Resolution 6 in accordance with section • a Director of the Company; and Resolutions 8 or 9 by any member of the 250V(2) of the Act: KMP of the Company, or a closely related • an associate of any Director of • by or on behalf of a member of the key party of any member of the KMP, that is the Company. management personnel, including a appointed as proxy, if his or her Director (collectively, KMP) whose However, the Company need not disregard appointment does not specify the way remuneration is included in the a vote if it is cast by a person as proxy for a in which the proxy is to vote. Remuneration Report; or person who is entitled to vote, in accordance However, the Company need not disregard with the direction on the proxy form, or it is • by or on behalf of a closely related party a vote on Resolutions 8 or 9 (and that cast by the person chairing the meeting as (such as close family members and any person is not prohibited from voting) if proxy for a person who is entitled to vote, in controlled companies) of a member of the vote is cast: accordance with a direction on the proxy KMP whose remuneration is included in form to vote as the proxy decides. • as proxy for a person who is entitled the Remuneration Report. to vote on the relevant resolution in The Company will also disregard any votes However, the Company need not disregard accordance with a direction on the cast on Resolution 7 in accordance with proxy form; or a vote cast on Resolution 5 or Resolution 6 section 250BD of the Act: if it is cast as a proxy for a person who is • by the Chairman of the meeting • by or on behalf of a member of the KMP; entitled to vote in accordance with the (who may be a KMP) as a proxy for directions (for, against or abstain) on the • by or on behalf of a closely related a person who is entitled to vote in proxy appointment. party (such as close family members accordance with an express authority Please note that if you appoint the Chairman and any controlled companies) of a to vote undirected proxies as the of the meeting as your proxy and you do member of the KMP. Chair sees fit. not direct your proxy how to vote on However, the Company need not disregard Please note if you appoint the Chair of Resolutions 5 or 6 on the proxy form, you a vote cast on Resolution 6 if it is cast as a the Meeting as your proxy on Resolutions will be expressly authorising the Chairman proxy for a person who is entitled to vote in 8 or 9, you can direct the Chair how to to exercise your proxy even if the accordance with the directions (for, against vote on those resolutions (by marking the resolution/s is/are connected directly or abstain) on the proxy appointment.