FSA GROUP LIMITED — AGM Information 2015

Oct 27, 2015

==> picture [122 x 136] intentionally omitted <==

FSA GROUP LIMITED

ABN 98 093 855 791

NOTICE OF ANNUAL GENERAL MEETING

Time: 2.30pm (Sydney time) Date: Friday 27 November 2015

Place: MOS - Museum of Sydney,

Warrane Theatre

Corner of Phillip and Bridge Streets

Sydney, NSW 2000

==> picture [518 x 195] intentionally omitted <==

FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

FSA GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING
CONTENTS PAGE
Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	7
Proxy Form	Attached
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of FSA Group Limited ABN 98 093 855 791 (Company) will be held at Warrane Theatre, MOS - Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney NSW 2000, on Friday 27 November 2015 at 2.30pm (Sydney time).

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm on Wednesday 25 November 2015.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• Each member has the right to appoint a proxy;

• The proxy need not be a member of the Company; and

• A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

1

FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• The proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• If the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• If the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (ie as directed); and

• If the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting

• the proxy does not vote on the resolution

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Restrictions on proxy voting for resolutions relating to remuneration matters

Section 250R of the Corporations Act provides that Key Management Personnel and their Closely Related Parties can only exercise a vote as a proxy on the resolution relating to the adoption of the Remuneration Report if specific conditions are satisfied. Please refer to the Voting Prohibition Statement for Resolution 1 in the Notice of Meeting for more details.

2

FSA GROUP LIMITED

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

Agenda

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report, and the Auditors’ Report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non- binding resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2015.”

Note: the vote on this Resolution is advisory only and does not bind the Directors of the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) A Closely Related Party of such a member

However, a person (the voter) described above may cast a vote on this Resolution as a proxy, if the vote is not cast on behalf of a person described above and either:

• (a) The voter is appointed as a proxy; and

• (b) the vote is not cast on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member,

and either:

• (c) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (d) the voter is the Chair and the appointment of the Chair as proxy;

• (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

3

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – STAN KALINKO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of Article 38.1 of the Company’s Constitution and for all other purposes, Stan Kalinko, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DEBORAH SOUTHON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of Article 38.1 of the Company’s Constitution and for all other purposes, Deborah Southon, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DAVID BOWER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of Article 36.1 of the Company’s Constitution, and being eligible, offers himself for re-election, is re-elected as a Director.”

5. GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Specific comments relating to the Resolutions are set out in the Explanatory Statement.

By order of the Board

Cellina Chen Company Secretary 28 October 2015

4

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENT AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and Auditor’s Report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.fsagroup.com.au.

No voting is required for this item.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed Company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. Such a resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2015.

The Remuneration Report, amongst other things:

• explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the consolidated entity;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Key Management Personnel of the consolidated entity including details of performance related remuneration and options granted as part of remuneration; and

• details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors of the Company.

2.2 Voting Restrictions

On a resolution to adopt the Remuneration Report, members of the Key Management Personnel and their Closely Related Parties are restricted from:

• voting on a resolution put to Shareholders that the Remuneration Report of the Company be adopted; and

• exercising a vote as a proxy unless specific conditions are satisfied.

Please refer to the Voting Prohibition Statement for Resolution 1 in the Notice of Meeting for more details.

Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

5

2 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – STAN KALINKO

The Company’s Constitution requires that at the Company’s annual general meeting in every year, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one third (rounded upwards in the case of doubt) shall retire from office, provided always that no Director (except a Managing Director/Executive Director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under the Constitution is eligible for re-election.

Accordingly, Stan Kalinko retires in accordance with the Constitution and, being eligible, offers himself for re-election as a Non-Executive Director.

Experience and Expertise

Mr Kalinko was appointed to the Board of FSA on 9 May 2007.

He has been a director of companies for many years, and, since his retirement from law on 30 June 2007, his main occupation has been as a director.

Mr Kalinko practised law for more than 30 years and was a merchant banker for six years. He is a fellow of the Australian Institute of Company Directors and also serves on the Boards of Hydro Tasmania, Indigenous Community Volunteers Limited, Seisia Enterprises Pty Ltd and the Central Synagogue.

He has a B.Com, LLB, a Higher Diploma in Tax and is an accredited mediator.

The Directors (with Stan Kalinko being excluded) recommend that you vote in favour of this Ordinary Resolution.

2 RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DEBORAH SOUTHON

The Company’s Constitution requires that at the Company’s annual general meeting in every year, one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one third (rounded upwards in the case of doubt) shall retire from office, provided always that no Director (except a Managing Director/Executive Director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under the Constitution is eligible for re-election.

Accordingly, Deborah Southon retires in accordance with the Constitution and, being eligible, offers herself for reelection as an Executive Director.

Experience and Expertise

Ms Southon was appointed on 30 July 2002.

Ms Southon has attained a wealth of experience in the government and community services sectors having worked for the Commonwealth Department of Health and Family Services, the former Department of Community Services, and the Smith Family. Ms Southon has an Executive Certificate in Leadership & Management (University of Technology, Sydney) and a Bachelor of Arts Degree (Sydney University).

The Directors (with Deborah Southon being excluded) recommend that you vote in favour of this Ordinary Resolution.

2 RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DAVID BOWER

Mr David Bower retires in accordance with the Company’s Constitution and, being eligible, offers himself for re-election as a Director. Mr Bower was appointed in accordance with Article 37.1 to fill a casual vacancy, and is eligible to stand for re-election as an Non-Executive Director.

Experience and Expertise

Mr David Bower was appointed on 23 April 2015.

Mr Bower has over 30 years of executive experience in financial services in Australia. He spent 26 years with Westpac Banking Corporation running business units in Corporate Banking, Commercial Bank, Retail Bank and Financial Markets. He also worked with ANZ and St George Bank.

He is a graduate of the Australian Institute of Company Directors and holds a Bachelor of Economics degree.

The Directors (with David Bower being excluded) recommend that you vote in favour of this Ordinary Resolution.

6

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited

Board means the board of Directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) A spouse or child of the member;

• (b) A child of the member’s spouse;

• (c) A dependant of the member or the member’s spouse;

• (d) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) A company the member controls; or

• (f) A person prescribed by the Corporation Regulations 2001 (Cth).

Company means FSA Group Ltd ABN 98 093 855 791.

Constitution means the current constitution of the Company’s

Corporations Act means the Corporations Act 2001 (Commonwealth).

Explanatory Statement means the Explanatory Statement contained in this Notice.

Key Management Personnel has the definition given in the Accounting Standard AASB 124 Related Party Disclosure as ‘those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity’.

Listing Rules means the listing rules of the ASX.

Meeting means the General Meeting of the Company to be held on 28 November 2015.

Notice means this notice of meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of shareholders.

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2015.

Resolution means a resolution to be proposed at the Meeting.

Any inquiries in relation to the Resolutions or the Explanatory Statement should be directed to Cellina Chen (Company Secretary):

FSA Group Limited Postal address: Locked Bag 29, Australia Square NSW 1215 Ph: (02) 8985 5102 Fax: (02) 8985 5356 Email: cchen@fsagroup.com.au

7

==> picture [78 x 82] intentionally omitted <==

FSA Group Limited ABN 98 093 855 791

LODGE YOUR VOTE

==> picture [15 x 15] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----

ONLINE www.linkmarketservices.com.au

BY MAIL  FSA Group 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 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM

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

APPOINT A PROXY

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

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman 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 2:30pm on Friday, 27 November 2015 at MOS – Museum of Sydney, Warrane Theatre, Corner of Phillip and Bridge Streets, Sydney, NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman 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 Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel ( KMP ). The Chairman 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

==> picture [230 x 33] intentionally omitted <==

----- Start of picture text -----

For Against Abstain
1 Adoption of Remuneration Report
----- End of picture text -----*

==> picture [79 x 80] intentionally omitted <==

• 2 Re-election of Director – Stan Kalinko

• 3 Re-election of Director – Deborah Southon

• 4 Re-election of Director – David Bower

 * 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 yourvotes will not be counted in computing the required majority on a poll.

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).

FSA PRX501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY 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.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman 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 shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman 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.

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 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.

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 the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and

• (b) return both forms together.

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 2:30pm on Wednesday, 25 November 2015, 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, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

==> picture [63 x 63] intentionally omitted <==

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

BY MAIL



FSA Group 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* 1A Homebush Bay Drive Rhodes NSW 2138

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 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.

or 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 share 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.