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APA GROUP — AGM Information 2013
Sep 19, 2013
64398_rns_2013-09-19_d31ed65a-e474-4995-93ad-53c8eef7f09b.pdf
AGM Information
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ASX ANNOUNCEMENT APA Group (ASX: APA)
20 September 2013
NOTICE OF ANNUAL MEETING
The following documents are attached for release to the market:
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Notice of Annual Meeting 2013
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Proxy form
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Mark Knapman Company Secretary Australian Pipeline Limited
For further information please contact:
Investor enquiries:
Chris Kotsaris Telephone: (02) 9693 0049 Mob: 0402 060 508 Email: [email protected]
About APA Group (APA)
APA is Australia’s largest natural gas infrastructure business, owning and/or operating $12 billion of energy assets. Its gas transmission pipelines span every state and territory on mainland Australia, delivering approximately half of the nation’s gas usage. APA has direct management and operational control over its assets and the majority of its investments. APA also holds minority interests in energy infrastructure enterprises including Envestra, SEA Gas Pipeline, Energy Infrastructure Investments and GDI.
APT Pipelines Limited is a fully owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group.
For more information visit APA’s website, www.apa.com.au
NOTiCe Of ANNuAl meeTiNg
2013 CONNeCTiNg OPPORTuNiTieS mORe THAN THe Sum Of OuR PARTS
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Notice of Annual meeting Australian Pipeline Trust (ARSN 091 678 778) and APT investment Trust (ARSN 115 585 441)
Thursday 24 October 2013 at 10.30am City Recital Hall Angel Place Sydney, NSW
imPORTANT
All eligible APA Group Securityholders should consider voting on the proposed resolutions. Your vote is important and we thank you for your support.
RegiSTRATiON COmmeNCeS AT 10Am
If you are unable to attend the meeting, please register your vote by completing and returning the proxy form before 10.30am on Tuesday, 22 October 2013.
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20 September 2013
Dear Securityholder,
2013 APA Group Annual Meeting
On behalf of Australian Pipeline Limited, the responsible entity of Australian Pipeline Trust and APT Investment Trust, I am pleased to invite you to attend the Annual Meetings of those trusts to be held concurrently on Thursday, 24 October 2013 at 10.30am in the City Recital Hall, Angel Place, Sydney.
The Annual Meeting is an important event on the APA Group calendar. It not only provides the opportunity to update Securityholders on performance for the financial year, but also offers you the opportunity to ask questions and vote on items of business.
At the meeting, we will provide a report to Securityholders on the results and activities of APA Group for the financial year to 30 June 2013.
Securityholders will be asked at the meeting to approve the nominations of Steven Crane and John Fletcher as Directors of Australian Pipeline Limited. In accordance with the company’s Constitution, Mr Crane and Mr Fletcher are retiring and, being eligible, are each standing for nomination. Details of their experience and qualifications are provided in the Explanatory Notes to the enclosed Notice of Meeting.
No other nominations of candidates to fill these two vacancies were received by the close of the nomination period.
In addition, Securityholders will be asked at the meeting to approve amendments to the Constitutions of Australian Pipeline Trust and APT Investment Trust. The amendments are explained in the Explanatory Notes to the enclosed Notice of Meeting.
We appreciate receiving feedback from Securityholders on any aspect of APA Group and its business, and so invite you to send your comments or questions using the enclosed form. During the meeting, I will endeavour to answer as many of the more frequently asked questions as reasonably possible.
Seating will be available from 10.00am on the day of the meeting. There are a number of parking stations in the vicinity of the City Recital Hall and the venue is also served by public transport.
Please bring this document and your proxy form with you if you will be attending the meeting.
If however you are unable to attend, please complete your enclosed proxy form and lodge it in accordance with the instructions in the Notice of Meeting, so that it is received by APA Group’s registry before 10.30am on Tuesday, 22 October 2013.
We look forward to seeing you at the meeting and afterwards for light refreshments.
Sincerely,
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Len Bleasel AM Chairman Australian Pipeline Limited
APA grouP / notice of AnnuAl meeting 2013
NOTiCe Of ANNuAl meeTiNg
Notice is given that meetings of the Securityholders of each of Australian Pipeline Trust (ARSN 091 678 778) and APT Investment Trust (ARSN 115 585 441), which together comprise APA Group, will be held concurrently at:
Time: 10.30am Date: Thursday, 24 October 2013 Place: City Recital Hall Angel Place Sydney NSW 2000
This notice is issued by Australian Pipeline Limited (ACN 091 344 704; AFSL 239 927) as responsible entity of Australian Pipeline Trust and APT Investment Trust.
ORDINARY BUSINESS
1. Nomination of Steven Crane for re-election as a Director.
Steven Crane retires by rotation as a Director of Australian Pipeline Limited and offers himself for re-election.
In accordance with its Constitution, Australian Pipeline Limited has nominated Mr Crane to be re-elected as a Director of Australian Pipeline Limited and Mr Crane, being eligible, has indicated that he wishes to seek re-election. Information about his qualifications and experience are set out in the Explanatory Notes to this Notice.
Resolution 1:
Securityholders are asked to consider and, if thought fit, approve by ordinary resolution the nomination of Steven Crane to be re-elected as a Director of Australian Pipeline Limited.
2. Nomination of John Fletcher for re-election as a Director.
John Fletcher retires by rotation as a Director of Australian Pipeline Limited and offers himself for re-election.
In accordance with its Constitution, Australian Pipeline Limited has nominated Mr Fletcher to be re-elected as a Director of Australian Pipeline Limited and Mr Fletcher, being eligible, has indicated that he wishes to seek re-election. Information about his qualifications and experience are set out in the Explanatory Notes to this Notice.
Resolution 2:
Securityholders are asked to consider and, if thought fit, approve by ordinary resolution the nomination of John Fletcher to be re-elected as a Director of Australian Pipeline Limited.
SPECIAL BUSINESS
3. Proposed amendments to the Constitutions of Australian Pipeline Trust and APT Investment Trust.
Amendments to the Constitutions of Australian Pipeline Trust and APT Investment Trust are proposed to give the trustee, Australian Pipeline Limited, greater flexibility regarding methods of payment (including payment of distributions) to Securityholders.
Securityholders are asked to consider and, if thought fit, approve the following (inter-conditional) special resolutions.
Resolution 3:
That subject to and conditional upon the passing of Resolution 4 (below), the Constitution of Australian Pipeline Trust be amended by replacing current section 20.2 (“Method of payment, repayment or redemption”) with new sections 20.2 and 20.2A as set out in Schedule 1 to this Notice of Meeting.
Resolution 4:
That subject to and conditional upon the passing of Resolution 3 (above), the Constitution of APT Investment Trust be amended by replacing current section 21.2 (“Method of payment, repayment or redemption”) with new sections 21.2 and 21.2A as set out in Schedule 2 to this Notice of Meeting.
Further information in relation to Resolutions 3 and 4 is set out in the Explanatory Notes to this Notice.
By order of the Board of Australian Pipeline Limited as responsible entity of Australian Pipeline Trust and APT Investment Trust.
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Mark Knapman Company Secretary Australian Pipeline Limited 20 September 2013
The Explanatory Notes accompanying this Notice of Meeting form part of this Notice of Meeting and provide information relating to the resolutions and the responsible entity’s reasons for proposing the resolutions.
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iNfORmATiON fOR SeCuRiTyHOldeRS
REQUIRED MAJORITY
Resolutions 1 and 2 are ordinary resolutions, and will be passed if passed by more than 50% of the votes cast by Securityholders (in person or by proxy) entitled to vote on the resolution.
Resolutions 3 and 4 are special resolutions, and will be passed if passed by at least 75% of the votes cast by Securityholders (in person or by proxy) entitled to vote on the resolution.
APPOINTMENT OF CHAIRMAN
In accordance with the Corporations Act 2001 and the Constitutions of Australian Pipeline Trust and APT Investment Trust, Australian Pipeline Limited has appointed Mr Leonard Bleasel AM, Chairman of Australian Pipeline Limited, to act as Chairman of the meeting.
VOTING ENTITLEMENT
Securityholders registered as holders of securities in APA Group as at 7.00pm on 22 October 2013 will be entitled to attend and vote at the meeting (subject to any applicable voting exclusion).
CORPORATE REPRESENTATIVES
A company wishing to appoint a person to act as its representative at the meeting must provide that person with a letter executed in accordance with the company’s Constitution and the Corporations Act 2001 authorising him or her to act as the Securityholder’s representative.
RIGHT TO APPOINT A PROXY
A Securityholder has the right to appoint a proxy to attend and vote at the meeting on their behalf. A proxy does not need to be a Securityholder in APA Group, and you may appoint the Chairman of the meeting as your proxy. A Securityholder may appoint two proxies and, if a Securityholder does so, they may specify the proportion or number of votes each proxy is appointed to exercise. The Appointment of Proxy form that accompanies this Notice of Meeting includes instructions on how to vote and appoint a proxy.
To be effective, a proxy form (and, if relevant, any power of attorney under which it was signed) must be received at Link Market Services, the registry of APA Group, by no later than 10.30am on Tuesday, 22 October 2013 as follows:
By delivery: Level 12 680 George Street Sydney NSW 2000
or 1A Homebush Bay Drive Rhodes NSW 2138
By post: APA Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235
By facsimile: +61 2 9287 0309 Electronically: Log onto the registry website, www.linkmarketservices.com.au and follow the prompts and instructions.
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exPlANATORy NOTeS
RESOLUTIONS 1 AND 2:
Nomination of Steven Crane and John Fletcher for re-election as Directors of Australian Pipeline Limited
Retirement of Steven Crane and John Fletcher as Directors (by rotation)
Under the Constitution of the responsible entity, Australian Pipeline Limited, at each Annual General Meeting of the company one third of the Directors, or the nearest whole number thereto, and those who have held office for three years since re-election, must retire from office. They are, however, eligible for re-election. This “retirement by rotation” requirement does not apply to the Managing Director and, in calculating the one third, the Managing Director is excluded. This means that two Directors of Australian Pipeline Limited must retire this year.
The Directors to retire at the 2013 Annual General Meeting of Australian Pipeline Limited are the persons who have been in office the longest since their last election, but as between persons elected on the same day, those to retire may be agreed between themselves.
Accordingly, Steven Crane and John Fletcher will retire as Directors at the 2013 Annual General Meeting of Australian Pipeline Limited. They are both, however, eligible for re-election as Directors.
Nomination by Securityholders
The constituent documents of Australian Pipeline Limited require the company to use its best endeavours to afford unitholders of Australian Pipeline Trust (being APA Group Securityholders) the opportunity to nominate candidates to fill the two vacancies on the Board of Directors of Australian Pipeline Limited (“Board”) which will arise on the retirements of Messrs Crane and Fletcher as Directors. Accordingly, on 9 August 2013 Australian Pipeline Limited lodged with ASX a notice (accompanied by a nomination form) calling for nominations of candidates from Securityholders. Nominations were required to be received by 5.00pm on 23 August 2013, but none was received within that timeframe.
Nomination of Steven Crane and John Fletcher
The constituent documents of Australian Pipeline Limited also provide that the company may itself nominate a person to fill the office of any retiring Director and is required to use its best endeavours to afford Securityholders the opportunity to approve such nomination. Australian Pipeline Limited has therefore nominated Messrs Crane and Fletcher to fill the vacancies that will arise on their retirement as Directors.
In considering whether to support the election of Messrs Crane and Fletcher, the Board assessed the performance and contributions of each of them as a Director, and how their qualifications, experience and knowledge complement the skills and experience represented on the Board as a whole and contribute to the performance of the Board. Neither of the nominees participated in the Board discussion with respect to his own candidature.
On the basis of that analysis, the Board (in the case of each of the nominations referred to above, other than the nominee himself) recommends to Securityholders the nomination of Messrs Crane and Fletcher for election as Directors of Australian Pipeline
Limited, and Securityholders are being given the opportunity to approve those nominations at the meeting.
Each of Messrs Crane and Fletcher is eligible for election as a Director and has indicated he wishes to seek election. Information concerning their qualifications and experience is set out below.
Election of Directors
If Securityholders approve (by ordinary resolution) the nominations of Messrs Crane and Fletcher at the meeting, pursuant to the Constitution of Australian Pipeline Limited they will be elected as Directors of that company at the company’s 2013 Annual General Meeting. If Securityholders do not approve any of those nominations, Australian Pipeline Limited will not nominate that person for election to the Board.
As Australian Pipeline Limited only has one member, APT Pipelines Limited, under the Corporations Act 2001 it is not required to hold an Annual General Meeting and may instead pass a resolution by the sole member recording and signing the record of the resolution. Therefore, the resolution with respect to the election of the successful nominees will be recorded and signed by the sole member of Australian Pipeline Limited after the close of the Annual Meeting of Securityholders.
Elected Directors will hold office for a term not exceeding three years and will be subject to retirement by rotation in accordance with the Constitution of Australian Pipeline Limited.
Directors’ fees payable to each elected Director will be in accordance with APA Group’s remuneration policy and will be in line with current market rates for appropriately qualified Directors.
RESOLUTION 1:
Nomination of Steven Crane for re-election as a Director
STEVEN CRANE
BComm FAICD SF Fin
Independent, non-executive Director
Steven Crane was appointed as a Director of Australian Pipeline Limited on 1 January 2011.
He has over 30 years’ experience in the financial services industry. His background is in investment banking, having previously been Chief Executive Officer of ABN AMRO Australia and BZW Australia.
Mr Crane has considerable experience as a non-executive Director of listed entities. He is currently Chairman of nib holdings limited, a Director of Bank of Queensland Limited, Transfield Services Limited and Taronga Conservation Society Australia and a member of the Advisory Council for CIMB Securities International (Australia) Pty Limited. He was formerly Chairman of Adelaide Managed Funds Limited and Investa Property Group Limited, a Director of Adelaide Bank Limited, Foodland Associated Limited and APA Ethane Limited, the responsible entity of Ethane Pipeline Income Fund, and a member of the Advisory Council for RBS Group (Australia) Pty Limited.
Mr Crane is a member of the Audit and Risk Management Committee and the Remuneration Committee.
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The Board has considered the independence of Mr Crane as a Director having regard to the Board’s Independence of Directors Policy, and has determined him to be independent.
The Board (other than Mr Crane) recommends that Securityholders vote in favour of Mr Crane’s nomination for re-election as a Director.
If Securityholders do not approve the nomination of Mr Crane, he will not continue to seek re-election as a Director of Australian Pipeline Limited.
RESOLUTION 2:
Nomination of John Fletcher for re-election as a Director
JOHN FLETCHER
BSc MBA FAICD
Independent, non-executive Director
John Fletcher was appointed as a Director of Australian Pipeline Limited on 27 February 2008.
He has over 35 years’ experience in the energy industry, having held a number of executive positions in AGL prior to his retirement in 2003, including Chief Financial Officer. He has previously been a Director of Integral Energy, Natural Gas Corporation Holdings Ltd (New Zealand), Foodland Associated Limited and Alinta Energy Group. He brings a wide commercial and financial practical knowledge to the Board.
Mr Fletcher was an AGL appointed Director of Australian Pipeline Limited from 2000 to 2005, and is a Director of Sydney Water Corporation.
Mr Fletcher is the Chairman of the Remuneration Committee and a member of the Audit and Risk Management Committee.
The Board has considered the independence of Mr Fletcher as a Director having regard to the Board’s Independence of Directors Policy, and has determined him to be independent.
The Board (other than Mr Fletcher) recommends that Securityholders vote in favour of Mr Fletcher’s nomination for election as a Director.
If Securityholders do not approve the nomination of Mr Fletcher, he will not continue to seek election as a Director of Australian Pipeline Limited.
RESOLUTIONS 3 AND 4:
Proposed amendments to the Constitutions of Australian Pipeline Trust and APT Investment Trust
Amendments to the Constitutions of Australian Pipeline Trust and APT Investment Trust set out in Schedules 1 and 2 respectively are proposed to give the trustee, Australian Pipeline Limited, greater flexibility regarding methods of payment (including payment of distributions) to Securityholders. Specifically, if Resolutions 3 and 4 are passed:
- it will be available to the trustee to determine that distributions be paid to Securityholders by directly crediting the amount into an account nominated by the Securityholder, instead of payment being made by cheque. This is in line with the current practice of many listed entities; and
– the trustee may deal with unclaimed amounts as set out in Schedules 1 and 2, which includes the discretion to reinvest unclaimed amounts, after deducting reasonable expenses, in APA stapled securities on behalf of the Securityholders concerned.
The proposed amendments to the Constitution of Australian Pipeline Trust set out in Schedule 1 essentially mirror the proposed amendments to the Constitution of APT Investment Trust set out in Schedule 2. As units in Australian Pipeline Trust are stapled to units in APT Investment Trust, both resolutions are required to be approved (as special resolutions) in order for either Resolution 3 or Resolution 4 to be operative.
Copies of the existing Constitutions of Australian Pipeline Trust and APT Investment Trust are available on APA’s website, www.apa.com.au or, for Securityholders without internet access, by telephoning +61 1800 992 312.
The Board recommends that Securityholders vote in favour of the proposed changes to the Constitutions of Australian Pipeline Trust and APT Investment Trust.
SCHEDULE 1
Proposed amendments to the Constitution of Australian Pipeline Trust
20.2 Method of payment, repayment or redemption
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(a) The Trustee may determine in its absolute discretion the method of payment of any money payable by the Trustee to a Unitholder under this deed, and may determine that different methods of payment may apply to different Unitholders or groups of Unitholders. Without limiting the generality of the foregoing, payment under this deed may be made:
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(1) by electronic transfer or other means approved by the Trustee directly to an account nominated in writing by the Unitholder; or
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(2) by a crossed “not negotiable” cheque made payable to the Unitholder and posted to the Unitholder’s registered address.
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(b) If the Trustee determines that payment will be made by electronic transfer into an account nominated by a Unitholder in writing, but no such account is nominated by the Unitholder, or an electronic transfer into a nominated account is rejected or refunded, the Trustee may hold the amount payable to the Unitholder on deposit for the Unitholder until:
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(1) the Unitholder nominates to the Trustee a valid account; or
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(2) such amount is dealt with by the Trustee in accordance with clause 20.2A.
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(c) If the Trustee determines that payment will be made by cheque, where a Unitholder does not have a registered address or the Trustee reasonably believes that a Unitholder is not known at the Unitholder’s registered
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address, the Trustee may hold the amount payable to the Unitholder on deposit for the Unitholder until:
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(1) the Unitholder nominates to the Trustee an address where the cheque is to be sent;
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(2) the Unitholder nominates to the Trustee an account into which a payment may be made;
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(3) the Unitholder otherwise claims the amount from the Trustee; or
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(4) the amount is dealt with by the Trustee in accordance with clause 20.2A.
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(d) Where the Trustee completes an electronic transfer to an account nominated by a Unitholder, or a cheque issued by the Trustee to a Unitholder is presented and paid, the Trustee will be taken to have paid the relevant amount to the Unitholder and discharged any obligation that it had to make a payment of the relevant amount to the Unitholder from that time.
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(e) An amount that is held by the Trustee for a Unitholder on deposit under clauses 20.2(b) or 20.2(c) is to be treated as having been paid to the Unitholder by the Trustee and discharged any obligation the Trustee had to pay the relevant amount to the Unitholder from the time the amount is so held.
20.2A Unclaimed amounts
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(a) If:
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(1) the Trustee seeks to make a payment to a Unitholder through issuing a cheque to the Unitholder for the amount payable under clause 20.2(a), and that cheque is not presented for payment within 9 calendar months after issue; or
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(2) the Trustee holds an amount for a Unitholder on deposit under clauses 20.2(b) or 20.2(c), and for 9 calendar months from the time the amount is so held the Unitholder has not:
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(A) nominated an address where a cheque could be sent;
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(B) nominated an account into which the relevant amount could be paid; or
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(C) otherwise claimed the amount,
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the Trustee may, at any time after the 9 calendar months referred to in clauses 20.2A(a)(1) and 20.2A(a)(2) have lapsed:
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(3) in the case of an unpresented cheque referred to in clause 20.2A(a)(1), cancel such an unpresented cheque provided that the Trustee deals with the relevant amount in accordance with clause 20.2A(a)(4) at or before the time the cheque is cancelled; and
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(4) in its absolute discretion do either of or a combination of the following:
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(A) reinvest such amount, after deducting reasonable expenses, into Units and, while Units are Stapled, Attached Securities on behalf of, and in the name of, the Unitholder concerned. Any such Units, and, while Units are Stapled, Attached Securities, may be acquired on market or otherwise in accordance with this deed. Any residual sum which remains following the reinvestment described in this clause 20.2A(a)(4)(A) may be carried forward or donated to charity on behalf of the Unitholder, as the Trustee determines;
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(B) hold the amount on deposit until it is claimed by the Unitholder or required to be dealt with in accordance with any law relating to unclaimed moneys.
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(b) To the extent that the Trustee has not already been taken to have paid the relevant amount or its liability to pay the relevant amount has not already been discharged, if the Trustee applies an amount pursuant to clauses 20.2A(a)(3) or 20.2A(a)(4), the Trustee will be taken to have paid the relevant amount and discharged any obligations it had to pay the amount at the time it applies the amount pursuant to clauses 20.2A(a)(3) and 20.2A(a)(4).
SCHEDULE 2
Proposed amendments to the Constitution of APT Investment Trust
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21.2 Method of payment, repayment or redemption
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(a) The Trustee may determine in its absolute discretion the method of payment of any money payable by the Trustee to a Unitholder under this deed, and may determine that different methods of payment may apply to different Unitholders or groups of Unitholders. Without limiting the generality of the foregoing, payment under this deed may be made:
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(1) by electronic transfer or other means approved by the Trustee directly to an account nominated in writing by the Unitholder; or
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(2) by a crossed “not negotiable” cheque made payable to the Unitholder and posted to the Unitholder’s registered address.
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(b) If the Trustee determines that payment will be made by electronic transfer into an account nominated by a Unitholder in writing, but no such account is nominated by the Unitholder, or an electronic transfer into a nominated account is rejected or refunded, the Trustee may hold the amount payable to the Unitholder on deposit for the Unitholder until:
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(1) the Unitholder nominates to the Trustee a valid account; or
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(2) such amount is dealt with by the Trustee in accordance with clause 21.2A.
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(c) If the Trustee determines that payment will be made by cheque, where a Unitholder does not have a registered address or the Trustee reasonably believes that a Unitholder is not known at the Unitholder’s registered address, the Trustee may hold the amount payable to the Unitholder on deposit for the Unitholder until:
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(1) the Unitholder nominates to the Trustee an address where the cheque is to be sent;
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(2) the Unitholder nominates to the Trustee an account into which a payment may be made;
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(3) the Unitholder otherwise claims the amount from the Trustee; or
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(4) the amount is dealt with by the Trustee in accordance with clause 21.2A.
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(d) Where the Trustee completes an electronic transfer to an account nominated by a Unitholder, or a cheque issued by the Trustee to a Unitholder is presented and paid, the Trustee will be taken to have paid the relevant amount to the Unitholder and discharged any obligation that it had to make a payment of the relevant amount to the Unitholder from that time.
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(e) An amount that is held by the Trustee for a Unitholder on deposit under clauses 21.2(b) or 21.2(c) is to be treated as having been paid to the Unitholder by the Trustee and discharged any obligation the Trustee had to pay the relevant amount to the Unitholder from the time the amount is so held.
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(3) in the case of an unpresented cheque referred to in clause 21.2A(a)(1), cancel such an unpresented cheque provided that the Trustee deals with the relevant amount in accordance with clause 21.2A(a)(4) on or before the time the cheque is cancelled; and
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(4) in its absolute discretion do either of or a combination of the following:
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(A) reinvest such amount, after deducting reasonable expenses, into Units and, while Units are Stapled, Attached Securities on behalf of, and in the name of, the Unitholder concerned. Any such Units, and, while Units are Stapled, Attached Securities, may be acquired on market or otherwise in accordance with this deed. Any residual sum which remains following the reinvestment described in this clause 21.2A(a)(4)(A) may be carried forward or donated to charity on behalf of the Unitholder, as the Trustee determines;
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(B) hold the amount on deposit until it is claimed by the Unitholder or required to be dealt with in accordance with any law relating to unclaimed moneys.
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(b) To the extent that the Trustee has not already been taken to have paid the relevant amount or its liability to pay the relevant amount has not already been discharged, if the Trustee applies an amount pursuant to clauses 21.2A(a)(3) or 21.2A(a)(4), the Trustee will be taken to have paid the relevant amount and discharged any obligations it had to pay the amount at the time it applies the amount pursuant to clauses 21.2A(a)(3) and 21.2A(a)(4).
21.2A Unclaimed amounts
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(a) If:
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(1) the Trustee seeks to make a payment to a Unitholder through issuing a cheque to a Unitholder for the amount payable under clause 21.2(a), and that cheque is not presented for payment within 9 calendar months after issue; or
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(2) the Trustee holds an amount for a Unitholder on deposit under clauses 21.2(b) or 21.2(c), and for 9 calendar months from the time the amount is so held, the Unitholder has not:
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(A) nominated an address where a cheque could be sent;
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(B) nominated an account into which the relevant amount could be paid; or
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(C) otherwise claimed the amount,
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the Trustee may, at any time after the 9 calendar months referred to in clauses 21.2A(a)(1) and 21.2A(a)(2) have lapsed:
APA gROuP’S 2013 ANNuAl RePORT iS AvAilAble ON OuR WebSiTe WWW.APA.COm.Au
AN AlTeRNATe WAy TO ACCeSS THe ANNuAl RePORT ANd HelP THe eNviRONmeNT.
APA grouP / notice of AnnuAl meeting 2013
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LODGE YOUR VOTE
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ONLINE
www.linkmarketservices.com.au
By mail: APA Group [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
All enquiries to: Telephone: 1800 992 312 Overseas: +61 1800 992 312
X99999999999
X99999999999
PROXY FORM
I/We being a member(s) of Australian Pipeline Trust and APT Investment Trust (together, “APA Group”) and entitled to attend and vote hereby appoint:
APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy
STEP 1
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally and to vote on my/our behalf in accordance with the following instructions (or, if no instructions are given, as the proxy sees fit) at the Annual Meetings of Australian Pipeline Trust and APT Investment Trust to be held concurrently at 10:30am on Thursday, 24 October 2013, at City Recital Hall, Angel Place, Sydney NSW and at any adjournment or postponement of the meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.
Proxies will only be valid and accepted by APA Group if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X
STEP 2 VOTING DIRECTIONS
For Against Abstain * Resolution 1 Nomination of Steven Crane for re-election as a director Resolution 2 Nomination of John Fletcher for re-election as a director Resolution 3 Proposed amendments to the Constitution of Australian Pipeline Trust Resolution 4 Proposed amendments to the Constitution of APT Investment Trust
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
APA PRX301
HOW TO COMPLETE THIS PROXY FORM
Your Name and Address
This is your name and address as it appears on APA Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of APA Group. A proxy may be an individual or a body corporate.
Votes on Items of Business – Proxy Appointment
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning APA Group’s security registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
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(b) return both forms together.
Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
Corporate Representatives
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from APA Group’s security registry.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am on Tuesday, 22 October 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).
by mail:
APA Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
by fax:
+61 2 9287 0309
by hand:
delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.
If you would like to attend and vote at the Annual Meetings, please bring this form with you. This will assist in registering your attendance.