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ASX LIMITED AGM Information 2011

Aug 22, 2011

64439_rns_2011-08-22_f354a7fb-7b9b-4c3f-bb88-db12c17c5a08.pdf

AGM Information

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Notice of Annual General Meeting – 22 September 2011

ASX Limited (‘ASX’ or the ‘Company’) gives notice that it will hold its Annual General Meeting (‘AGM’) at 10.00am (Sydney time) on Thursday, 22 September 2011 at the ASX Auditorium, lower ground floor, Exchange Square, 18 Bridge Street, Sydney, New South Wales for the purpose of transacting the business set out in this Notice.

If you are unable to attend the meeting you are encouraged to complete and return the enclosed Voting Form which allows you to lodge your vote directly or appoint a proxy to vote on your behalf. You may also lodge your direct vote or appoint a proxy online.

The completed Voting Form must be received by Link Market Services no later than 10.00am (Sydney time) on Tuesday, 20 September 2011, being 48 hours before the commencement of the meeting.

BUSINESS

ASX Financial Report

  1. To receive the Financial Statements, Directors’ Report and Auditor’s Report for ASX and its controlled entities for the year ended 30 June 2011.

Note: There is no requirement for shareholders to approve these reports.

Securities Exchanges Guarantee Corporation - Financial Report for the National Guarantee Fund

  1. To receive the Financial Statements and Auditor’s Report for the National Guarantee Fund for the year ended 30 June 2011.

Note: There is no requirement for shareholders to approve these reports.

Re-election of Director

  1. To elect Mr Russell Aboud, who retires by rotation and offers himself for re-election as a director of ASX.

Notes:

  • The non-candidate directors unanimously support the re-election of Mr Russell Aboud.

  • The Chairman of the meeting intends to vote undirected proxies in favour of Mr Russell Aboud’s re-election.

Remuneration Report

  1. To adopt the Remuneration Report for the year ended 30 June 2011.

Notes:

  • This resolution is advisory only and does not bind the Company or the directors.

  • The directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

  • If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director and CEO) must go up for re-election.

The Chairman of the meeting will call a poll for all proposed resolutions.

Refer to the Explanatory Notes for further information on the proposed resolutions.

By order of the Board. Amanda J. Harkness Company Secretary 23 August 2011

ASX Limited ABN 98 008 624 691

NoTICE oF MEETING continued

HOW TO VOTE

ELIGIBILITY TO ATTEND AND VOTE

You will be eligible to attend and vote at the meeting if you are registered as a holder of ASX shares at 7.00pm (Sydney time) on Tuesday, 20 September 2011.

VOTING OPTIONS

Direct voting

The Board has determined to allow voting by direct vote at the meeting.

Direct voting enables shareholders to vote directly on resolutions considered at the meeting without attending the meeting or appointing a proxy.

The Board has adopted regulations that govern direct voting (Direct Voting Regulations). A copy of the Direct Voting Regulations is available online at: www.asxgroup.com.au/asx-annual-generalmeetings.htm. By submitting a direct vote, you agree to be bound by the Direct Voting Regulations.

Lodging your direct vote

of shares. If you do not specify a proportion or number of shares, the instructions provided will apply to all of your shares.

If you choose to vote by direct vote, you must complete the voting directions for Item 3 (Reelection of Director) and Item 4 (Remuneration Report) in the Voting Form, by marking either “For”, “Against” or “Abstain” for each of those items of business for a valid direct vote to be recorded on those items.

Your completed Voting Form setting out your direct vote must be received by Link Market Services no later than 10.00am (Sydney time) on Tuesday, 20 September 2011, being 48 hours before the commencement of the meeting. An original or a certified copy of any power of attorney under which the form was signed must also be received by this time unless previously provided to Link Market Services.

The Chairman’s decision as to whether a direct vote is valid is conclusive.

You can lodge your direct vote:

  • online at www.investorcentre.linkmarketservices. com.au, by following the instructions. To lodge your direct vote online, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which is shown on the enclosed Voting Form;

or:

  • by completing Box A and the voting directions in the enclosed Voting Form and:

  • mailing it to Link Market Services using the reply paid envelope;

  • posting it to Locked Bag A14 Sydney South, NSW 1235;

  • faxing it to +61 (2) 9287 0309;

  • hand delivering it to Link Market Services, Level 12, 680 George Street, Sydney NSW 2000.

If you cast a direct vote, you are still entitled to attend the meeting. However, your attendance will cancel your direct vote unless you instruct ASX or Link Market Services otherwise.

Appointing a proxy

You can appoint a proxy to attend and vote on your behalf as an alternative to attending the meeting in person or casting a direct vote.

A proxy need not be a shareholder of ASX and may be an individual or a body corporate. If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second Voting Form, please contact Link Market Services on +61 (2) 8280 7470 or 1300 724 911.

When lodging your direct vote, you may specify the number of your shares to be voted on any resolution by inserting the proportion or number

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NoTICE oF MEETING continued

Lodging your proxy

You can lodge your proxy:

  • online at www.investorcentre.linkmarketservices. com.au, by following the instructions. To lodge your proxy online, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) which is shown on the Voting Form;

or:

  • by completing Box B of the enclosed Voting Form and:

  • mailing it to Link Market Services using the reply paid envelope;

  • posting it to Locked Bag A14 Sydney South, NSW 1235;

  • faxing it to +61 (2) 9287 0309;

  • hand delivering it to Link Market Services, Level 12, 680 George Street, Sydney NSW 2000.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Item 3 (Re-election of Director) and Item 4 (Remuneration Report) by marking either “For”, “Against” or “Abstain” for each of those items of business.

If you sign the enclosed Voting Form and do not mark Box A or Box B, you will have appointed the Chairman of the meeting as your proxy.

In that case, your shares will not be voted on Item 4 (Remuneration Report) unless you direct the Chairman of the meeting as your proxy how to vote by marking the appropriate box on the Voting Form.

Your completed Voting Form appointing a proxy must be received by Link Market Services no later than 10.00am (Sydney time) on Tuesday, 20 September 2011, being 48 hours before the commencement of the meeting. An original or a certified copy of any power of attorney under which the form was signed must also be received by this time unless previously provided to Link Market Services.

The Chairman’s decision as to whether a vote cast by a proxy is valid is conclusive.

If you appoint a proxy, you may still attend the meeting. However, your proxy’s rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the meeting.

How the Chairman of the meeting will vote undirected proxies

The Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Item 4 (Remuneration Report). Any undirected proxies held by the Chairman of the meeting will not be voted on Item 4 (Remuneration Report).

Accordingly, if you appoint the Chairman of the meeting as your proxy, you should direct him how to vote on Item 4 (Remuneration Report) if you want your shares to be voted on that item of business.

Proxies that are undirected on Item 4 (Remuneration Report)

If you appoint the Chairman of the meeting as your proxy and do not direct him how to vote on Item 4 (Remuneration Report), he will not vote your proxy on that item of business. The same will apply if you appoint any other director of ASX, any other of its key management personnel or any of their closely related parties. Key management personnel of ASX are the directors of ASX and those other persons having authority and responsibility for planning, directing and controlling the activities of ASX, directly or indirectly. The Remuneration Report identifies ASX’s key management personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

VOTING EXCLUSIONS

There are no voting exclusions, other than the voting exclusion applicable to directors and other key management personnel of ASX and their closely related parties.

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2011 Notice of Meeting

NoTICE oF MEETING continued

ATTENDING THE MEETING

Please bring your personalised Voting Form with you as it will help you to register your attendance at the meeting.

If you do not bring your Voting Form with you, you will still be able to attend the meeting but representatives from Link Market Services will need to verify your identity. You will be able to register from 9.00am (Sydney time) on the day of the meeting.

CORPORATE SHAREHOLDERS

Corporate shareholders who wish to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate shareholder’s representative. The authorisation may be effective either for this meeting only or for all meetings of ASX. Shareholders can download and fill out the ‘Appointment of Corporate Representation’ form from Link Market Services’ website: www.linkmarketservices.com.au/corporate/ InvestorServices/Forms.html

QUESTIONS FROM SHAREHOLDERS

In addition to asking questions at the meeting, written questions to the Chairman of the meeting about the management of ASX, or to ASX’s auditor about the content of the Auditor’s Report and the conduct of the audit, may be submitted no later than Thursday, 15 September 2011 to:

ASX Chairman C/- Company Secretary ASX Limited 20 Bridge Street Sydney NSW 2000 Facsimile: +61 (2) 9227 0480 Email: [email protected]

Copies of written questions and answers will be available at the meeting and posted on ASX’s website.

YOUR PRIVACY

Attendees at the meeting may be video recorded and the tapes may be used at the discretion of ASX for security purposes. A live audio webcast will be available on the ASX website: www.asxgroup.com. au/agm2011webcast

EXPLANATORY NOTES

ITEM 1: ASX’S FINANCIAL REPORT

The Financial Statements, Directors’ Report and Auditor’s Report for ASX for the year ended 30 June 2011 will be laid before the meeting. There is no requirement for shareholders to approve these reports. However, the Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of ASX. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor’s Report.

ITEM 2: SEGC FINANCIAL REPORT

Securities Exchanges Guarantee Corporation Limited (‘SEGC’) is the body responsible for administration of the National Guarantee Fund (the ‘Fund’). The operation of SEGC and the Fund is governed by the Corporations Act 2001 and SEGC’s constitution. The assets of the Fund are the property of SEGC but are held on trust for purposes set out in the Corporations Act 2001. The Corporations Act 2001 requires SEGC to cause a copy of the audited financial statements of the Fund to be laid before the AGM of ASX. There is no requirement for shareholders to approve these reports.

ITEM 3: RE-ELECTION OF DIRECTOR, MR RUSSELL ABOUD

Under Listing Rule 14.4, a director must not hold office without re-election past the third annual general meeting following the director’s appointment or three years, whichever is longer. A director who retires in accordance with these requirements is eligible for re-election. Accordingly, Mr Russell Aboud is due to retire at the end of the meeting and offers himself for re-election to the Board.

Mr Russell Aboud was appointed a director of ASX in July 2005. He is Chairman of Manikay Partners LLC. He has extensive knowledge and experience in the international financial services and securities industries gained over the past 20 years. Past roles have included Chairman of ord Minnett Limited, and Global Head of European Equities and Head of Australasian Equities for the UBS Group.

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NoTICE oF MEETING continued

Board Recommendation

The non-candidate directors unanimously support the re-election of Mr Russell Aboud.

Voting on Item 3 (Re-election of Director) will be determined by a poll at the meeting rather than a show of hands. Shareholders and proxy holders attending the meeting will be provided with poll voting cards. Shareholders not attending the meeting may use the enclosed Voting Form to lodge their vote directly.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Item 3 (Re-election of Director) by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

ITEM 4: REMUNERATION REPORT

The Remuneration Report of the Company for the financial year ended 30 June 2011 is set out in ASX’s 2011 Annual Report which is available on ASX’s website: www.asxgroup.com.au/asxshareholder-reports.htm

The Remuneration Report sets out ASX’s remuneration arrangements for directors, including the Managing Director and CEo, and ASX staff. The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, shareholders will be asked to vote on the Remuneration Report.

encourages all shareholders to cast their votes on Item 4 (Remuneration Report).

Voting on Item 4 (Remuneration Report) will be determined by a poll at the meeting rather than a show of hands. Shareholders and proxy holders attending the meeting will be provided with poll voting cards. Shareholders not attending the meeting may use the enclosed Voting Form to lodge their vote directly.

Any undirected proxies held by the Chairman of the meeting, other directors or other key management personnel or any of their closely related parties will not be voted on Item 4 (Remuneration Report).

Key management personnel of ASX are the directors of ASX and those other persons having authority and responsibility for planning, directing and controlling the activities of ASX, directly or indirectly. The Remuneration Report identifies ASX’s key management personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Item 4 (Remuneration Report) by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director and CEo) must go up for re-election. ASX

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2011 Notice of Meeting

NoTICE oF MEETING continued

GLOSSARY

  • Corporations Act 2001 means the Corporations Act 2001 (Commonwealth).

  • Explanatory Notes means the notes included in the Notice which convened this meeting.

  • Notice means this Notice of Annual General Meeting.

  • Remuneration Report means the remuneration report which forms part of the Directors’ Report of ASX for the financial year ended 30 June 2011 and which is set out in the 2011 Annual Report.

Registered Office:

ASX Limited (ABN: 98 008 624 691) 20 Bridge Street Sydney NSW 2000 Telephone: +61 2 9227 0000 www.asx.com.au

www.asxgroup.com.au

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2011 Notice of Meeting

lodge your vote

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online

www.investorcentre.linkmarketservices.com.au

By mail:  ASX Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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All enquiries to: Telephone: 1300 724 911 overseas: +61 2 8280 7470

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shareholder voting Form

voting Forms will only be valid and accepted by asx limited (the “company”) 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 1 Please mark Box a to vote directly – shareholders are encouraged to lodge a direct vote

I/We being a member(s) of the Company and entitled to attend and vote hereby:

a vote directly elect to lodge my/our  in relation to the Annual General Meeting of the Company to be held at 10:00am on thursday, vote(s) directly (mark box) 22 september 2011, and at any adjournment or postponement of the meeting. you must mark either “For”, “against” or “abstain” on each item of business for a valid direct vote to be recorded on that item. go to steP 2.

or if you wish to appoint a proxy to attend the meeting, please complete Box B

B aPPoint a Proxy appoint the or if you are not appointing the Chairman of the chairman of meeting as your proxy, please write the name of the the meeting[1] person or body corporate (excluding the registered (mark box) Shareholder) you are appointing as your proxy here or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on thursday, 22 september 2011, ASX Auditorium, lower ground floor, Exchange Square, 18 Bridge Street, Sydney nsW and at any adjournment or postponement of the meeting.

 1 If you appoint a proxy, ASX encourages you to direct your proxy how to vote on each item of business. The Chairman of the meeting, Directors and other Key Management Personnel of the Company and their closely related parties (see the Notice of Meeting and overleaf) will not cast any votes in respect of Item 4 (Remuneration Report) that arise from any undirected proxy that they hold.

steP 2 voting directions For your direct vote or Proxy For against abstain[2] item 3 Re-election of Director, Russell Aboud item 4 Remuneration Report

 2 If you mark the Abstain box for a particular item of business, your votes will not be counted in computing the required majority on a poll.

steP 3

signature oF shareholders – this must Be comPleted

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the Shareholder. If a joint holding, either Shareholder may sign. If signed by the Shareholder’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).

ASX PRX103

hoW to comPlete this voting Form

your name and address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

voting – Box a – direct vote

If you marked the box under Box A you are indicating that you wish to vote directly. You must mark either “For”, “against” or “abstain” on each item of business for a valid direct vote to be recorded on that item.

If you mark both Box A and Box B, you will be taken not to have appointed a proxy and the authority of any proxy will be revoked. Your valid direct vote will be counted.

You may include in the Voting Form the number of shares to be voted on any resolution by inserting the percentage or number of shares in the categories “For”, “against” or “abstain”.

The Chairman’s decision as to whether a vote is valid is conclusive.

voting – Box B – appointment of a Proxy

If you wish to appoint the Chairman of the meeting as your proxy, mark the appropriate box in Box B. 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 the space provided in Box B. If you leave both Box A and Box B 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 shareholder of the Company. A proxy may be an individual or a body corporate.

votes on items of Business – Proxy appointment

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares 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.

If the Chairman of the meeting or another of the Key Management Personnel of the Company or their closely related parties is your proxy, that person will not vote your shares on Item 4 (Remuneration Report) if you have not directed them how to vote on that item.

Key Management Personnel of ASX are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of ASX, directly or indirectly. The Remuneration Report

identifies ASX’s Key Management Personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act 2001 (Cth), and include certain of their family members, dependants and companies they control.

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 Voting Form may be obtained by telephoning the Company’s share registry or you may copy this form.

To appoint a second proxy you must:

  • (a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares the proxy appointed by that form may exercise. 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.

  • (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 Shareholder may sign.

Power of attorney: to sign under Power of Attorney, you must have already lodged 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 (Cth)) 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 instructions set out in the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

lodgement of your voting Form

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on tuesday, 20 september 2011, being not later than 48 hours before the commencement of the meeting. Any Voting Form received after that time will not be valid for the scheduled meeting.

Voting Forms may be lodged using the reply paid envelope or:

online www.investorcentre.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the front of this Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of this Voting Form).

by mail:

ASX Limited 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, Level 12, 680 George Street, Sydney NSW 2000.

if you would like to attend and vote at the annual general meeting, please bring this form with you. this will assist in registering your attendance.