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GOODMAN GROUP — Declaration of Voting Results & Voting Rights Announcements 2012
Nov 15, 2012
64998_rns_2012-11-15_76457f9e-f42f-4715-b448-527096183762.pdf
Declaration of Voting Results & Voting Rights Announcements
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16 November 2012
The Manager Company Notices Section ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Dear Sir
GOODMAN GROUP (GOODMAN) – RESULTS OF ANNUAL GENERAL MEETINGS
The Annual General Meetings of Goodman were held today and we are pleased to advise that the following resolutions were approved on a poll:
Resolution 1: To receive and adopt the Audited Financial Statements of Goodman Logistics (HK) Limited for the period from 18 January 2012 (date of incorporation) to 30 June 2012
The following ordinary resolution of Goodman Logistics (HK) Limited:
“That the Audited Financial Statements of Goodman Logistics (HK) Limited for the period from 18 January 2012 (date of incorporation) to 30 June 2012, the Directors’ Report and the Auditor’s Report thereon be and are hereby received and adopted.”
Resolution 2: To appoint Auditors of Goodman Logistics (HK) Limited
The following ordinary resolution of Goodman Logistics (HK) Limited:
“That Messrs KPMG, the retiring Auditors, be and are hereby re-appointed as Auditors of Goodman Logistics (HK) Limited to hold office until the next Annual General Meeting of Goodman Logistics (HK) Limited and that Goodman Logistics (HK) Limited’s Directors be authorised to fix the Auditor’s remuneration.”
Resolution 3: Re-election of Mr Ian Ferrier as a director of Goodman Limited
The following ordinary resolution of Goodman Limited:
“That Mr Ian Ferrier, a Director of Goodman Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Limited.”
Goodman Group
Goodman Limited | ABN 69 000 123 071 Goodman Funds Management Limited | ABN 48 067 796 641 | AFSL Number 223621 as responsible entity of Goodman Industrial Trust | ARSN 091213 839 Lev el 17, 60 Castlereagh Street, Sy dney NSW 2000 | GPO Box 4703, Sy dney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444
Goodman Logistics (HK) Limited | Company No. 1700359 | ARBN 155 911 149 | a Hong Kong company with limited liability Suite 2008, Three Pacif ic Place, 1 Queen’s Road East, Hong Kong | Tel +852 2249 3100 | Fax +852 2525 2070 inf [email protected] | www.goodman.com
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Resolution 4: Re-election of Mr Jim Sloman as a director of Goodman Limited
The following ordinary resolution of Goodman Limited:
“That Mr Jim Sloman, a Director of Goodman Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Limited.”
Resolution 5: Election of Mr Philip Fan as a director of Goodman Limited
The following ordinary resolution of Goodman Limited:
“That Mr Philip Yan Hok Fan, a Director of Goodman Limited, appointed since the last AGM and retiring in accordance with the Constitution and the Listing Rules, be elected as a Director of Goodman Limited.”
Resolution 6: Election of Ms Rebecca McGrath as a director of Goodman Limited
The following ordinary resolution of Goodman Limited:
“That Ms Rebecca McGrath, a Director of Goodman Limited, appointed since the last AGM and retiring in accordance with the Constitution and the Listing Rules, be elected as a Director of Goodman Limited.”
Resolution 7: Re-election of Mr Philip Pearce as a director of Goodman Logistics (HK) Limited
The following ordinary resolution of Goodman Logistics (HK) Limited:
“That Mr Philip Pearce, a Director of Goodman Logistics (HK) Limited, retiring in accordance with the Articles of Association of Goodman Logistics (HK) Limited and the Listing Rules, be elected as a Director of Goodman Logistics (HK) Limited.”
Resolution 8: Adoption of the Remuneration Report
The following ordinary resolution of Goodman Limited:
“That the Remuneration Report for the year ended 30 June 2012 be adopted.”
Resolution 9: Approval of Long Term Incentive Plan
The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
“That approval be given for all purposes under the Listing Rules (including Listing Rule 7.2) for approval of the Long Term Incentive Plan for a period of three years from the date of this approval.”
Resolution 10: Issue of Performance Rights under the Long Term Incentive Plan to Gregory Goodman
The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
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“That approval is given for all purposes including under section 200B of the Corporations Act and under the Listing Rules for the grant of 927,152 Performance Rights to Mr Gregory Goodman as described in the Explanatory Memorandum.”
Resolution 11: Issue of Performance Rights under the Long Term Incentive Plan to Philip Pearce
The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
“That approval is given for all purposes including under section 200B of the Corporations Act and under the Listing Rules for the grant of 298,013 Performance Rights to Mr Philip Pearce as described in the Explanatory Memorandum.”
Resolution 12: Approval of amendments to Goodman Logistics (HK) Limited Articles of Association
The following special resolution of Goodman Logistics (HK) Limited:
“That Article 12.3 of Goodman Logistics (HK) Limited’s Articles of Association be and is hereby amended by replacing it in its entirety with the following:
“The Directors who must retire from office (but are eligible to stand for re-election) at the annual general meeting are determined as follows:
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(a) each Director (other than the Managing Director exempt from rotation under Article 14.20) who has held office since their last election:
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(i) beyond the third annual general meeting following the Director’s appointment or last election; or
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(ii) for at least three years, whichever is the longer period; and
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(b) each Director who was appointed by the Directors under Article 12.8.” ”
The poll results and proxy summary in relation to each resolution of Goodman Limited are set out in Appendix 1.
The poll results and proxy summary in relation to each resolution of Goodman Industrial Trust are set out in Appendix 2.
The poll results in relation to each resolution of Goodman Logistics (HK) Limited are set out in Appendix 3.
Yours faithfully
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Carl Bicego
Company Secretary
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Appendix 1 – Goodman Limited
| Resolution 3: Re-election of Mr Ian Ferrier as a director of Goodman Limited |
Number of Votes* |
Total % |
|---|---|---|
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,254,326,532 | 96.25% |
| Proxy votes open to be voted at the proxy’s discretion | 2,057,609 | 0.16% |
| Proxy votes cast against the resolution | 46,734,250 | 3.59% |
| Proxy votes abstained on the resolution | 4,700,613 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,258,056,964 | 96.42% |
| Poll votes cast against the resolution | 46,761,482 | 3.58% |
| Poll votes abstained on the resolution | 4,700,613 | |
| Resolution 4: Re-election of Mr Jim Sloman as a director of Goodman Limited |
Number of Votes* |
Total % |
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,300,168,600 | 99.79% |
| Proxy votes open to be voted at the proxy’s discretion | 2,074,580 | 0.16% |
| Proxy votes cast against the resolution | 713,959 | 0.05% |
| Proxy votes abstained on the resolution | 4,861,865 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,303,943,235 | 99.95% |
| Poll votes cast against the resolution | 713,959 | 0.05% |
| Poll votes abstained on the resolution | 4,861,865 | |
| Resolution 5: Election of Mr Philip Fan as a director of Goodman Limited |
Number of Votes* |
Total % |
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,291,910,343 | 99.15% |
| Proxy votes open to be voted at the proxy’s discretion | 2,102,017 | 0.16% |
| Proxy votes cast against the resolution | 8,960,479 | 0.69% |
| Proxy votes abstained on the resolution | 4,846,165 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,295,712,415 | 99.31% |
| Poll votes cast against the resolution | 8,960,479 | 0.69% |
| Poll votes abstained on the resolution | 4,846,165 |
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| Resolution 6: Election of Ms Rebecca McGrath as a director of Goodman Limited |
Number of Votes* |
Total % |
|---|---|---|
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,293,294,175 | 99.25% |
| Proxy votes open to be voted at the proxy’s discretion | 2,088,078 | 0.16% |
| Proxy votes cast against the resolution | 7,677,849 | 0.59% |
| Proxy votes abstained on the resolution | 4,758,902 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,297,082,308 | 99.41% |
| Poll votes cast against the resolution | 7,677,849 | 0.59% |
| Poll votes abstained on the resolution | 4,758,902 | |
| Resolution 8: Adoption of the Remuneration Report | Number of Votes* |
Total % |
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,226,156,921 | 97.48% |
| Proxy votes open to be voted at the proxy’s discretion | 2,068,717 | 0.16% |
| Proxy votes cast against the resolution | 29,639,053 | 2.36% |
| Proxy votes abstained on the resolution | 4,874,791 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,228,168,572 | 97.58% |
| Poll votes cast against the resolution | 30,500,674 | 2.42% |
| Poll votes abstained on the resolution | 5,124,464 | |
| Resolution 9: Approval of Long Term Incentive Plan | Number of Votes* |
Total % |
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,228,375,603 | 98.14% |
| Proxy votes open to be voted at the proxy’s discretion | 1,988,793 | 0.16% |
| Proxy votes cast against the resolution | 21,338,918 | 1.70% |
| Proxy votes abstained on the resolution | 11,038,767 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,230,822,304 | 98.23% |
| Poll votes cast against the resolution | 22,182,522 | 1.77% |
| Poll votes abstained on the resolution | 11,280,183 |
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| Resolution 10: Issue of Performance Rights under the Long Term Incentive Plan to Gregory Goodman |
Number of Votes* |
Total % |
|---|---|---|
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,227,815,287 | 98.09% |
| Proxy votes open to be voted at the proxy’s discretion | 1,965,404 | 0.16% |
| Proxy votes cast against the resolution | 21,932,646 | 1.75% |
| Proxy votes abstained on the resolution | 11,028,744 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,230,241,830 | 98.18% |
| Poll votes cast against the resolution | 22,773,019 | 1.82% |
| Poll votes abstained on the resolution | 11,270,160 | |
| Resolution 11: Issue of Performance Rights under the Long Term Incentive Plan to Philip Pearce |
Number of Votes* |
Total % |
| Proxy Votes | ||
| Proxy votes cast in favour of the resolution | 1,228,465,817 | 98.14% |
| Proxy votes open to be voted at the proxy’s discretion | 1,989,425 | 0.16% |
| Proxy votes cast against the resolution | 21,261,653 | 1.70% |
| Proxy votes abstained on the resolution | 11,025,186 | |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,230,918,929 | 98.24% |
| Poll votes cast against the resolution | 22,099,478 | 1.76% |
| Poll votes abstained on the resolution | 11,266,602 |
*Number of votes relates to Goodman Limited where each member present (in person or by proxy, representative or attorney) has one vote for each fully paid share.
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Appendix 2 – Goodman Industrial Trust
| Resolution 9: Approval of Long Term Incentive Plan |
Number of Securities* |
Number of votes |
Total % |
|---|---|---|---|
| Proxy Votes | |||
| Proxy votes cast in favour of the resolution | 1,228,375,603 | 4,412,325,165 | 98.14% |
| Proxy votes open to be voted at the proxy’s discretion |
1,988,793 | 7,143,744 | 0.16% |
| Proxy votes cast against the resolution | 21,338,918 | 76,649,393 | 1.70% |
| Proxy votes abstained on the resolution | 11,038,767 | ||
| Poll Votes | |||
| Poll votes cast in favour of the resolution | 1,230,822,304 | 4,421,113,715 | 98.23% |
| Poll votes cast against the resolution | 22,182,522 | 79,679,619 | 1.77% |
| Poll votes abstained on the resolution | 11,280,183 | ||
| Resolution 10: Issue of Performance Rights under the Long Term Incentive Plan to Gregory Goodman |
Number of Securities* |
Number of votes |
Total % |
| Proxy Votes | |||
| Proxy votes cast in favour of the resolution | 1,227,815,287 | 4,410,312,510 | 98.09% |
| Proxy votes open to be voted at the proxy’s discretion |
1,965,404 | 7,059,731 | 0.16% |
| Proxy votes cast against the resolution | 21,932,646 | 78,782,064 | 1.75% |
| Proxy votes abstained on the resolution | 11,028,744 | ||
| Poll Votes | |||
| Poll votes cast in favour of the resolution | 1,230,241,830 | 4,419,028,653 | 98.18% |
| Poll votes cast against the resolution | 22,773,019 | 81,800,684 | 1.82% |
| Poll votes abstained on the resolution | 11,270,160 | ||
| Resolution 11: Issue of Performance Rights under the Long Term Incentive Plan to Philip Pearce |
Number of Securities* |
Number of votes |
Total % |
| Proxy Votes | |||
| Proxy votes cast in favour of the resolution | 1,228,465,817 | 4,412,649,214 | 98.14% |
| Proxy votes open to be voted at the proxy’s discretion |
1,989,425 | 7,146,014 | 0.16% |
| Proxy votes cast against the resolution | 21,261,653 | 76,371,857 | 1.70% |
| Proxy votes abstained on the resolution | 11,025,186 |
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| Poll Votes | |||
| Poll votes cast in favour of the resolution | 1,230,918,929 | 4,421,460,792 | 98.24% |
| Poll votes cast against the resolution | 22,099,478 | 79,381,324 | 1.76% |
| Poll votes abstained on the resolution | 11,266,602 |
- In respect of Goodman Industrial Trust each member present (in person or by proxy, representative or attorney) has one vote for each one dollar of the value of the units held by the member. Under s253F(a) of the Corporations Act, this is that value attributable to the unit value in the closing price of the stapled security on the day prior to the meeting. The closing price of a GMG security was $4.49 and the amount allocated to component unit of Goodman Industrial Trust was $3.592. The number of votes equals the number of securities multiplied by this value.
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Appendix 3 – Goodman Logistics (HK) Limited
Summary of Poll Votes cast by CHESS Depository Nominees Pty Limited in accordance with voting instructions given by CDI holders on the basis of one vote for each CDI held.
| Resolution 1: To receive and adopt the Audited Financial Statements of Goodman Logistics (HK) Limited for the period from 18 January 2012 (date of incorporation) to 30 June 2012 |
Number of Votes |
Total % |
|---|---|---|
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,300,823,346 | 99.99% |
| Poll votes cast against the resolution | 173,796 | 0.01% |
| Resolution 2: To appoint Auditors of Goodman Logistics (HK) Limited |
Number of Votes |
Total % |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,291,495,774 | 99.27% |
| Poll votes cast against the resolution | 9,453,349 | 0.73% |
| Resolution 7: Re-election of Mr Philip Pearce as a director of Goodman Logistics (HK) Limited |
Number of Votes |
Total % |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,300,536,852 | 99.97% |
| Poll votes cast against the resolution | 421,326 | 0.03% |
| Resolution 9: Approval of Long Term Incentive Plan | Number of Votes |
Total % |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,228,375,603 | 98.29% |
| Poll votes cast against the resolution | 21,338,918 | 1.71% |
| Resolution 10: Issue of Performance Rights under the Long Term Incentive Plan to Gregory Goodman |
Number of Votes |
Total % |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,227,815,287 | 98.25% |
| Poll votes cast against the resolution | 21,932,646 | 1.75% |
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| Resolution 11: Issue of Performance Rights under the Long Term Incentive Plan to Philip Pearce |
Number of Votes |
Total % |
|---|---|---|
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,228,465,817 | 98.30% |
| Poll votes cast against the resolution | 21,261,653 | 1.70% |
| Resolution 12: Approval of amendments to Goodman Logistics (HK) Limited Articles of Association |
Number of Votes |
Total % |
| Poll Votes | ||
| Poll votes cast in favour of the resolution | 1,210,414,871 | 93.05% |
| Poll votes cast against the resolution | 90,398,410 | 6.95% |