AUSTRALIAN UNITY LIMITED — AGM Information 2016

Sep 26, 2016

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NOTICE OF ANNUAL GENERAL MEETING AUSTRALIAN UNITY LIMITED ABN 23 087 648 888

Notice is hereby given that the Annual General Meeting (“AGM”) of Australian Unity Limited (“Company”) will be held at The Pavilion, The Arts Centre, Level 8, 100 St Kilda Rd, Melbourne, Victoria, 3004 on Wednesday 26 October 2016 at 2:00 pm to conduct the following business:

1. Financial statements and reports —to consider and note the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2016.

2. Remuneration report —to consider and, if thought fit, pass the following resolution as an ordinary resolution: “That the Remuneration report for the financial year ended 30 June 2016 be adopted.”

Please note that, in accordance with the Corporations Act 2001 (Cth) (“Corporations Act”), the vote on this resolution will be advisory only and will not bind the directors or the Company.

3. Election of directors —to elect three directors of the Company in accordance with the Company’s constitution: (a) Mr Paul Kirk will retire as a director and, being eligible, offers himself for re-election.

• (b) Mr Peter Promnitz will retire as director and, being eligible, offers himself for re-election.

• (c) Mr Stephen Maitland will retire as director and, being eligible, offers himself for re-election.

In accordance with the Company’s constitution, the re-election of Mr Kirk, Mr Promnitz and Mr Maitland will require a majority of members voting on the resolution to vote in favour of their re-election.

NOTE: Further information about this resolution appears in Item 3 of the Explanatory Notes to this Notice of Meeting.

4. Appointment of Auditor —to consider, and if thought fit, pass the following resolution as an ordinary resolution: “To appoint PricewaterhouseCoopers as auditor of the Company with effect from the conclusion of the AGM.”

By order of the Board.

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Melinda Jane Honig Company Secretary 26 September 2016

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Information for Members:

1. Registration —Registration for the meeting will commence from 1:00 pm. Please note that proof of identity may be required in order to establish current membership.

2. Voting Rights —Each member of the Company is entitled to one vote provided they are “financial” as at the close of business on 21 September 2016. Members are “financial” only if they have paid in full all contributions owing on or before 21 September 2016, if any are payable.

3. Proxies —A member has a right to appoint a proxy, who does not need to be a member of the Company. A member cannot appoint more than one proxy. If a member appoints the Chair or Company Secretary as proxy and does not specify how the proxy is to vote on an item of business, he or she will vote (if permitted under the proxy form), as a proxy in favour of the resolutions. A proxy form accompanies this notice, together with a reply-paid envelope. To be valid, the form must be received together with, if applicable, any power of attorney or other authority under which the form is signed, or a notarially certified copy of that power or

authority, at least 48 hours before the time for holding the meeting, namely no later than 2:00 pm on 24 October 2016. Alternatively, proxy forms (accompanied by any applicable power or authority) may be:

• (a) Delivered in person to the Australian Unity Limited Registry:

  • C/-Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or

• (b) Sent by facsimile to (02) 9287 0309;

• (c) Sent by mail to C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or

• (d) Lodged online in accordance with the notes on the proxy form, before 2:00pm on 24 October 2016.

4. Documents - The Annual Report of the Company, including the Financial Report, Directors’ Report and the Auditor’s Report for the year ended 30 June 2016 will be available at the AGM and at the registered office of the Company. Copies will be forwarded to members by post or electronically upon request.

Venue details

The Pavillion is located on Level 8 of the Theatres Building of the Art Centre at 100 St Kilda Rd, Melbourne.

The Pavillion is wheelchair accessible. Attendees may park in the Arts Centre Car Park, located on the corner of Sturt and Kavanagh Streets. Entry to the Theatres Building from the Car Park is through undercover walkways. The Car Park is wheelchair accessible.

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The nearest train station is Flinders Street Station and the nearest Tram Stop is Stop 14 on St Kilda Road, both of which are wheelchair accessible

Explanatory Notes:

Item 1—Financial statements and reports

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2016 will be laid before the meeting.

These reports are approved by the Board, and accordingly there is no requirement for members to approve these reports. However, members are invited to consider and note the reports, and will be given a reasonable opportunity to ask questions and make comments on the reports at the meeting.

Item 2—Remuneration report

The Remuneration report for the financial year ended 30 June 2016 is set out in the Directors’ Report in the Annual Report 2016 which is available on the Company’s website, http://www.australianunity.com.au/aboutus/news-and-views/copy-of-annual-report The Remuneration report includes

• (a) an explanation of the Company’s policy for determining the remuneration of directors and executives;

• (b) a discussion of the relationship between that policy and the Company’s performance; and

• (c) details of the performance conditions associated with the remuneration of directors and executives.

2

As provided for by the Corporations Act, the vote on the proposed resolution in this Item 2 is advisory and will not bind the directors or the Company. However, members will be given a reasonable opportunity to ask questions and make comments on the report at the meeting, and the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

Directors’ Recommendation

The directors unanimously recommend that members vote in favour of the resolution on Item 2.

Item 3—Election of directors

Mr Kirk was appointed to the board of the Company on 1 February 2016, reflecting the plans of the board to sustain and broaden the mix of skills and business experience of the board, and its board and committee succession planning program.

Rule 4.5(b) of the Company’s constitution provides that any director appointed in addition to the existing directors shall only hold office until the next AGM.

In accordance with the Company’s constitution, Mr Kirk will retire at the end of the meeting. Being eligible, Mr Kirk offers himself for re-election. Mr Kirk’s profile is set out on the next page.

Rule 4.3(a) of the Company’s constitution provides that directors are elected for a term of three years. Mr Promnitz and Mr Maitland, having served as directors for the past three years without re-election, will retire at the end of the meeting.

Being eligible, Mr Promnitz and Mr Maitland offer themselves for re-election. Their profiles are set out on the next page.

This resolution involves three separate votes:

• (a) the first vote, to re-elect Mr Kirk as a Director;

• (b) the second vote, to re-elect Mr Promnitz as a Director; and

• (c) the third vote, to re-elect Mr Maitland as a Director.

Each vote will be recorded as a separate item in the minutes.

Directors’ Recommendation

The Directors, other than the Directors who are the subject of this item, support the election of each of the Directors and recommend that the members vote in favour of re-electing Mr Kirk, Mr Promnitz and Mr Maitland.

Item 4 – Appointment of Auditor

Ernst & Young (EY) has been the auditor of the Company since 27 June 2003.

The Board commends the quality of the audit services EY has provided the Company over the past 13 years. However, given the amount of time that EY has acted as the Company’s auditor, the Board and its Audit and Compliance Committee reviewed the role of the auditor. The review concluded it would be good practice and in the best interests of the Company to test the market for audit services into the future. As a consequence, the Company and EY agreed that EY

would submit its resignation as the Company’s auditor.

Accordingly, EY has sought the Australian Security and Investment Commission’s (ASIC) consent to resign as auditor of the Company with effect from the end of the AGM. Once ASIC notifies EY and the Company that it consents to EY’s resignation, EY will give its notice of resignation to the Company with effect from the end of the AGM.

The Company has received notice from Rohan Mead, being a member, nominating PricewaterhouseCoopers as the new auditor of the Company. In accordance with section 328B of the Corporations Act, a copy of the notice of nomination of PricewaterhouseCoopers received by the Company from Rohan Mead is below .

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The Audit and Compliance Committee also noted PricewaterhouseCoopers as a well-regarded firm with resource, breadth and depth of knowledge required to meet the Company’s audit requirements.

The Corporations Act requires that Members approve the appointment of a new auditor.

Just like other resolutions, the Board of the Company has appointed a Returning Officer to conduct the votes and a Scrutineer to oversee the votes.

Directors’ Recommendation

Subject to the receipt of ASIC’s consent of EY’s resignation as the Company’s auditor, the Board recommends that Members vote in favour of the appointment of PricewaterhouseCoopers as the Company’s new auditor.

If ASIC does not consent to EY’s resignation as the Company’s auditor, EY will continue to act as the Company’s auditor.

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Directors’ Profiles

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Mr Paul Kirk

B Ec., ACA, RITA, MAICD

Mr Kirk was appointed to the board of Australian Unity Limited on 1 February 2016. Mr Kirk is currently Managing Director and Founder of Collins Pitt Associates and is a director of the Victorian Registration & Qualifications Authority. He is also a director of Worksafe Victoria and the Transport Accident Commission. He is a member of the Audit & Risk Committee of Monash University. He is a director of the Melbourne Festival and the St Kilda Football Club. Prior to this, Mr Kirk held a number of senior positions both overseas and in Australia with the major accountancy firm, PricewaterhouseCoopers, specialising in the area of corporate advice, turnaround & restructuring, profit improvement, M&A, strategic advice, risk and governance, forensic accounting and insolvency management. Following this, Paul worked for two years as a Special Advisor for Lazard Australia. Mr Kirk has not held any directorships of listed entities in addition to those set out above during the last three years.

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Mr Peter Promnitz

BSc (Hons), AIAA, FAICD

Mr Promnitz was appointed Chair of the board of Australian Unity Limited on 30 March 2016. He has been a director since 1 January 2013 and appointed Deputy Chair and Chair-designate on 28 July 2015. He is a director of Warakirri Asset Management Pty Ltd and Elite Superannuation Services Pty Ltd and was previously Chair of listed company SFG Australia Limited. Mr Promnitz is a qualified actuary. He was formerly Head of Mercer in Asia Pacific, a member of the global Mercer Executive Committee and Chair of Marsh & McLennan Companies Inc. in Australia, a role he retired from in December 2012. Prior to his senior executive role in Asia Pacific with Mercer, his business experience includes a diverse career in financial services in Australia and New Zealand. He has led investment, superannuation, actuarial and human resource consulting businesses in both executive and non-executive capacities with a personal focus on clients, diversity and governance. He has not held any directorships of listed entities in addition to those set out above during the last three years.

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Mr Stephen Maitland BEc, MBus, LLM, FCPA, FAICD, FCIS, SFFin

Mr Maitland was appointed to the board of Australian Unity Limited in 2005 following the merger with Grand United Friendly Society Limited. He is a director of a number of Australian Unity Limited subsidiaries, chairman of the Audit and Compliance Committee, and a member of the Investment Committee and Risk Committee. He is a director of the Royal Automobile Club of Queensland Limited, QInsure Ltd and of several private companies. He is also chair of the Audit and Risk Committee of the Public Trustee of Queensland, an independent member of several audit and compliance committees and past President of the Queensland Division of CPA Australia. Mr Maitland is the principal of Delphin Associates, a business consultancy specialising in strategic planning, risk management, corporate governance and business transition. He has over 40 years’ experience in the banking and finance industries and was Chief Executive Officer of the Queensland Office of Financial Supervision between 1992 and 1999. He was previously a director of Centrepoint Alliance Limited. Mr Maitland has not held any directorships of listed entities in addition to those set out above during the last three years.

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ABN 23 087 648 888

LODGE YOUR VOTE

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
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ONLINE www.linkmarketservices.com.au

BY MAIL  Australian Unity Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: 13 29 39

X99999999999

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PROXY FORM

I/We being a member(s) of Australian Unity Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chair of the Meeting as your the Chair of the proxy, please write the name of the person or body corporate Meeting (mark box) you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00PM on Wednesday, 26 October 2016 at the Pavilion, The Arts Centre, Level 8, 100 St Kilda Rd, Melbourne, Victoria, 3004 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 2: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by 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 T

Resolutions

• 1 Noting of the Company’s financial statements and reports

• 2 Adoption of Remuneration Report (non-binding resolution)

• 3(a) Re-election of Mr Paul Kirk as a director

• 3(b) Re-election of Mr Peter Promnitz as a director

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For Against Abstain * For Against Abstain
3(c) Re-election of Mr Stephen Maitland
as a director
4 Appointment of
PricewaterhouseCoopers as
auditor of the Company
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• • 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.

SIGNATURE OF MEMBERS – THIS MUST BE COMPLETED

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

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

AULU PRX1601C

HOW TO COMPLETE THIS MEMBER VOTING FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the member register of Australian Unity Limited. If this information is incorrect, please make the correction on the form.

APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a member of the Company.

DEFAULT TO CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

LODGEMENT OF A VOTING FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Monday, 24 October 2016, 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.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Voting Form. At ‘Issuer Name’ enter ‘AULU’ or ‘Australian Unity Limited – Members’. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, members will need their “Holder Identifier” (Member Reference Number as shown on the front of the Voting Form).

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. 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the membership is in one name, the member must sign.

Joint Membership: where the membership is in more than one name, either member 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.

BY MAIL 

Australian Unity Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

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 the Company’s member registry or online at www.linkmarketservices.com.au.

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.