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AUSTRALIAN UNITY LIMITED AGM Information 2024

Sep 4, 2024

64486_rns_2024-09-04_1e025d3f-2873-4cbf-b04b-a0d971241df4.pdf

AGM Information

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ASX Announcement

5 September 2024

Australian Unity Limited – Notice of Annual General Meeting and Voting/Proxy Form

Please find attached Australian Unity Limited’s Notice of Annual General Meeting (AGM) and Voting/Proxy Form for its AGM to be held on Wednesday, 30 October 2024.

-end-

This announcement has been authorised for release by Melinda Honig, Company Secretary.

For further information :

Ashley Oliver Manager – Public Affairs T: 1300 408 774 E: [email protected]

ASX code: AYU

Securities on Issue: AYUPA – 5,070,950 AYUHC – 321,157 AYUHD – 2,070,000 AYUHE – 2,558,050

Issuer: Australian Unity Limited ACN 087 648 888

Enquiries: Australian Unity Registry 1300 554 474

Contact details: Australian Unity Limited 271 Spring Street Melbourne VIC 3000 Tel: 13 29 39

The listing of Australian Unity Securities on the ASX does not affect Australian Unity Limited’s status as a mutual entity

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2024 Notice of Annual General Meeting Australian Unity Limited

ABN 23 087 648 888

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We are pleased to give notice that the Annual General Meeting (AGM) of Australian Unity Limited (Company) will be held at Level 1, 271 Spring Street, Melbourne VIC 3000, on Wednesday 30 October 2024, at 2pm Australian Eastern Daylight Time (AEDT).

Items of Business

1. Financial statements and reports

To consider, discuss and note the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2024.

For more information, see Item 1 of the Explanatory Notes in this document.

2. Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

‘That the Remuneration Report for the year ended 30 June 2024 be adopted.’

In accordance with the Corporations Act 2001 (Cth) (Corporations Act), this vote will be advisory only – the decision will not be binding on the Directors or the Company.

For more information, see Item 2 of the Explanatory Notes in this document.

3. Re-electing Directors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

‘That Kim Cheater, who will retire as a Director and who offers himself for re-election, being eligible, be re-elected as a Director of the Company.’

For more information, see Item 3 of the Explanatory Notes in this document.

Melinda Honig

Melinda Honig Company Secretary 5 September 2024

Information for Members

1. How to attend the AGM

The AGM will be held in-person at Australian Unity, Level 1, 271 Spring Street, Melbourne VIC 3000, on Wednesday 30 October 2024, at 2pm AEDT.

To confirm your in-person attendance at the AGM, please RSVP by Monday 21 October 2024, by emailing [email protected] or by calling us on 1300 682 744 with your name, member number (found on our AGM letter or email to you) and the number of attendees.

The AGM will also be broadcast live online at australianunity.com.au/agm (Live Stream); however, members will not be able to formally participate (for example, vote and ask questions) in the AGM by viewing the Live Stream.

2. Registration

Registration will open at 1pm AEDT on the day of the AGM. You may be asked for proof of identity, so please bring this along with you.

3. Participation rights

Guardian Members and Australian Unity Members that are deemed ‘financial’ on 25 September 2024 can attend and speak at the AGM. To be deemed ‘financial’, the member must pay any and all contributions owing by that date or be a registered holder of a mutual capital instrument (MCI).

Guardian Members and Australian Unity Members that meet the ‘financial’ requirements above are entitled to attend and speak at the AGM.

4. Voting rights for Eligible Guardian Members

Each Guardian Member of the Company is entitled to one vote on each resolution, provided they are deemed ‘financial’ on 25 September 2024. If you meet the criteria in this paragraph, you are an ‘Eligible Guardian Member’.

If you are the holder of an MCI and an Australian Unity product or service that confers membership and you receive two communications about voting at the AGM, please ensure you only vote once on each resolution.

5. How to find out your membership category

If you are unsure as to whether you are a ‘Guardian Member’ or an ‘Australian Unity Member’, please login to your member portal account at members.australianunity.com.au and click on the ‘My details’ tab at the top. Once in this tab, scroll down to the bottom of the page and refer to the information under ‘Membership details’ to determine if you are a Guardian Member or an Australian Unity Member. To create an account to access the member portal, please go to australianunity.com.au/benefits.

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Australian Unity Notice of Annual General Meeting 2024

6. How to vote

Eligible Guardian Members can vote at the AGM in the following ways:

  • Direct voting prior to the AGM: you can do this online at voteagm.australianunity.com.au or by submitting a paper voting/proxy form to Link Market Services (Link) (if you have received one). Direct votes must be received no later than 2pm AEDT on Monday 28 October 2024;

  • Appointing a Proxy: you can do this online at voteagm.australianunity.com.au or by submitting a paper voting/proxy form to Link (if you have received one). More information about appointing a proxy can be found on this page; or

  • Attending the AGM: you can submit your vote in person by attending the AGM.

7. Proxies

Eligible Guardian Members have the right to appoint a single proxy who does not need to be a member of the Company.

If an Eligible Guardian Member appoints the Chair as their proxy and does not specify how they are to vote on an item of business, the Chair will vote in favour of the resolution. All proxies must be lodged 48 hours before the AGM, being no later than 2pm AEDT on Monday 28 October 2024.

9. Questions

The Chair will endeavour to answer as many questions as possible during the AGM and will address the most commonly pre-asked questions in the Chair’s address. If you are an Eligible Guardian Member or Australian Unity Member and you have a question or a comment, you can do the following:

  • email your question to [email protected] by 5pm AEDT on Wednesday 23 October 2024; or

  • attend the AGM, register your attendance and raise your questions and/or comments in person.

10. Getting there

The AGM will be held at Australian Unity, Level 1, 271 Spring Street, Melbourne. You can enter the venue via Spring Street, which is wheelchair accessible.

Attendees may park at Secure Parking for a fee, at either:

  • 59 Lonsdale Street, Melbourne; or

  • 50 Lonsdale Street, Melbourne (access via Little Lonsdale Street).

The nearest train station is Parliament Station, and the nearest tram stop is Stop 10 on Nicholson Street; both are wheelchair accessible.

Online proxy appointment

Eligible Guardian Members may appoint a proxy online via voteagm.australianunity.com.au. If you are exercising a proxy in your power as an attorney, you must electronically declare that you are exercising your power as an attorney in accordance with the relevant Power of Attorney.

Paper proxy appointment

If an Eligible Guardian Member has received a hard copy voting/proxy form, it can be delivered to Link as follows:

  • by hand during business hours (Monday to Friday, 9am to 5pm AEDT) to Link Market Services Limited at either:

  • Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or

  • Level 12, 680 George Street, Sydney NSW 2000; or

  • Faxed to (02) 9287 0309; or

  • Mailed to c/- Link Market Services Limited, Reply Paid 1509, Sydney South NSW 1234.

8. Annual Report

The Company’s Annual Report is available electronically at australianunity.com.au/agm from mid-late September.

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Hard copies will be sent by mail to those members who elect to receive one in that manner and will be available at the AGM.

Additionally, electronic or hard copies may be requested by email to [email protected].

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Australian Unity Notice of Annual General Meeting 2024

Explanatory Notes

Item 1 – Financial statements and reports

The Financial Report, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2024 will be presented at the meeting (as required by section 317 of the Corporations Act).

While the Board of the Company (Board) will have already approved these reports (meaning they will not require member approval), members will be invited to ask questions, make comments and note these reports at the AGM.

Item 2 – Remuneration Report

The Remuneration Report for the financial year ended 30 June 2024 is set out in the Annual Report 2024 as part of the Directors’ Report. This report will be available at australianunity.com.au/companyperformance from mid-late September.

The Remuneration Report includes:

  • an explanation of the Company’s policy for determining the remuneration of Directors and Executives;

  • a discussion of the relationship between that policy and th e Company’s performance; and

  • details of the performance conditions associated with the remuneration of Directors and Executives.

As outlined in section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. Members will be given a reasonable opportunity to ask questions and make comments on the report, 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 Eligible Guardian Members vote in favour of the resolution in Item 2.

Note: this resolution is proposed as an ordinary resolution. This resolution will only be passed if at least 50 percent of the votes cast by or on behalf of Eligible Guardian Members are cast in favour of the resolution.

Item 3 – Re-electing Kim Cheater as Director

Rule 4.5(b) of the Company’s constitution states that a Director who is appointed by the Board shall hold office only until the next AGM. Kim Cheater was appointed a Director in the period since the 2023 AGM and will retire and offer himself for re-election.

The Company conducted appropriate checks in relation to Mr Cheater’s background and experience, including a ‘Fit and Proper’ assessment under APRA Prudential Standard CPS 520 Fit and Proper . The background checks did not reveal any information of concern. The Board considers Mr Cheater to be Independent and has not identified any interest, position or relationship that he holds that might or may reasonably be perceived to materially influence his capacity to bring independent judgement to bear on issues before the Board or to act in the best interests of the Company as a whole.

Mr Cheater’s profile follows:

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Kim Cheater BEc, FCAANZ, FAICD

Mr Cheater was appointed to the Board on 1 March 2024.

Mr Cheater is an experienced non-executive director. He is currently Chair of the South Australian Museum and Alwyndor Aged Care and a non-executive director of RAA Group, RAA Insurance and ReturnToWorkSA. He is also a member of the Advisory Boards for Sarah Constructions and for Sarah Group Holdings, a Council member of Flinders University and the Independent Chair of the Audit, Risk & Investment Committee for Minda Inc.

Mr Cheater is a Fellow of the Australian Institute of Company Directors and a Fellow of Chartered Accountants Australia and New Zealand.

Mr Cheater was a partner at PwC for nearly 20 years and former Managing Partner of the Adelaide Office. He led the Governance, Risk and Cyber Security business of PwC in Adelaide as well as the Financial Services practice.

Mr Cheater also led PwC’s national Reconciliation Action Plan initiatives. He was appointed by the South Australian Governor as an Ambassador for Aboriginal Employment and recognised as a Distinguished Alumnus by Flinders University for his contribution to business and Reconciliation.

Mr Cheater has not held any other directorships of listed entities.

Directors’ recommendation

The Directors (other than Mr Cheater) support the election of Kim Cheater as Director.

Note: this resolution is proposed as an ordinary resolution. This resolution will only be passed if at least 50 percent of the votes cast by or on behalf of Eligible Guardian Members are cast in favour of the resolution.

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Australian Unity Notice of Annual General Meeting 2024

For Real Wellbeing Since 1840

T 13 29 39

E [email protected] W australianunity.com.au 271 Spring Street Melbourne VIC 3000

Australian Unity Limited ABN 23 087 648 888

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ABN 23 087 648 888

LODGE YOUR VOTE

ONLINEvoteagm.australianunity.com.au

BY MAIL  Australian Unity Limited C/- Link Market Services Limited Reply Paid 1509 Sydney South NSW 1234 Australia

BY FAX +61 2 9287 0309

BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO

Telephone: +61 1300 682 744

X99999999999 X99999999999

X99999999999 VOTING / PROXY FORM I/We being a member(s) of Australian Unity Limited and entitled to participate in and vote hereby: METHOD A VOTE DIRECTLY OR METHOD B APPOINT A PROXY appoint the OR if you are NOT appointing the Chair of elect to lodge my/our Chair of the the Meeting as your proxy, please write the vote(s) directly (mark box) Meeting (mark name of the person or body corporate you box) are appointing as your proxy  in relation to the Annual General Meeting of the Company to be 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 held at 2:00pm (AEDT) on directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees Wednesday, 30 October 2024, fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEDT) on Wednesday, 30 October 2024 at Level 1, 271 Spring Street, Melbourne VIC 3000 (the Meeting ) and at any and at any adjournment or postponement or adjournment of the Meeting. postponement of the Meeting. Important for Item 2: If the Chair of the Meeting is your proxy, either by appointment or by default, and you You should mark either “for” or have not indicated your voting intention below, you expressly authorise the Chair of the Meeting to exercise the “against” or “abstain” for each proxy in respect of Item 2, even though the Item is connected directly or indirectly with the remuneration of a item. 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 Voting Directions and 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 Items of business For Against Abstain * 1 Noting of the Company’s financial statements and reports

VOTING DIRECTIONS Voting Directions and 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 Items of business For Against Abstain *

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  • 2 Adoption of Remuneration Report

  • 3 Re-election of Kim Cheater as Director

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

This form should be signed by the member. If a joint holding, the first-named joint member must 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 PRX2401G

HOW TO COMPLETE THIS VOTING / PROXY FORM

YOUR NAME AND ADDRESS

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must 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.

METHOD A – VOTE DIRECTLY

If you marked the box in METHOD A you are indicating that you wish to vote directly. Please mark either “ For ”, “ Against ” or “ Abstain ” for each item for your vote to be counted on that item. If you vote on at least one item but leave other item(s) blank, the vote on the item(s) marked will be valid but no vote will be counted or treated as being cast for the item(s) left blank. If you mark more than one box on an item, your vote on that item will be invalid. If no direction is given on all of the items then the Chair of the Meeting will be deemed to be your appointed proxy.

LODGEMENT OF A VOTING/PROXY FORM

This form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEDT) on Monday, 28 October 2024, being not later than 48 hours before the commencement of the Meeting. Any form received after that time will not be valid for the scheduled Meeting.

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

If you mark the boxes in METHOD A and METHOD B then METHOD B is ONLINE deemed the chosen method. The person named will be your proxy, or if  voteagm.australianunity.com.au no person is named, the Chair of the Meeting will be your appointed proxy. If you have lodged a direct vote, and then attend and vote at the Meeting, your direct vote will be cancelled. Attending the Meeting (for example to ask a question) will not invalidate your direct vote. If you plan to lodge a direct vote and also plan to attend the Meeting, please phone the on the front of this form ( Member Number ). Company’s share registry on the number above. Custodians and nominees may, with the Share Registrar’s consent, identify BY MOBILE DEVICE on the Voting / Proxy Form the total number of votes in each of the Our voting website is designed specifically categories “ for ” and “ against ” and their votes will be valid. for voting online. You can now lodge your vote or proxy by scanning the QR The Chair’s decision as to whether a direct vote is valid is final and code adjacent or enter the voting link conclusive. voteagm.australianunity.com.au into METHOD B – APPOINTMENT OF PROXY your mobile device. Log in using the Member Number and postcode for your If you wish to appoint the Chair of the Meeting as your proxy, mark the box in METHOD B . If you wish to appoint someone other than the Chair membership. of the Meeting as your proxy, please write the name of that individual or body corporate in the box provided. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair of the Meeting will be your proxy. If your named proxy attends the Meeting  BY MAIL but does not vote on a poll on an item in accordance with your Australian Unity Limited directions, the Chair of the Meeting will become your proxy in respect C/- Link Market Services Limited of that item. The voting intentions of the Chair of the Meeting are set Locked Bag A14 out in the Voting / Proxy Form. Sydney South NSW 1235 A proxy need not be a shareholder of the Company. A proxy may be an Australia individual or a body corporate. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENTBY FAX You may direct your proxy how to vote by placing a mark in one of the +61 2 9287 0309 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  BY HAND delivering it to Link Market Services Limited you mark more than one box on an item your vote on that item will be invalid. Parramatta Square Level 22, Tower 6 SIGNING INSTRUCTIONS 10 Darcy Street You must sign this form as follows in the spaces provided: Parramatta NSW 2150 Individual: where the holding is in one name, the holder must sign. or Joint Holding: where the holding is in more than one name, the firstLevel 12 named joint member must sign. 680 George Street Power of Attorney:* to sign under Power of Attorney, you must lodge the Sydney NSW 2000

Login to the website using the holding details as shown this form. Select ‘Voting’ and follow the prompts to lodge your vote or proxy. To use the online lodgement facility, members will need their ‘Australian Unity Limited Member Number’ as shown on the front of this form ( Member Number ).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote or proxy by scanning the QR code adjacent or enter the voting link voteagm.australianunity.com.au into your mobile device. Log in using the Member Number and postcode for your membership.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

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.

*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.

IMPORTANT INFORMATION

Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.