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HUMM GROUP LIMITED AGM Information 2009

Oct 21, 2009

65078_rns_2009-10-21_52accd11-ce89-44ac-982c-1cb69036332c.pdf

AGM Information

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ABN 75 122 574 583 FlexiGroup Limited Level 8, 201 Pacific Highway St Leonards NSW 2065 P +61 2 8905 2000 F +61 2 8905 1800 www.flexigroup.com.au

Notice of Meeting 2009

  • 21 October 2009

Dear Shareholder

Annual General Meeting 2009

On behalf of the Directors of FlexiGroup Limited (“ FlexiGroup ”), I am pleased to invite you to the FlexiGroup 2009 Annual General Meeting (“ 2009 AGM ”). Enclosed is the Notice of Meeting setting out the business of the AGM.

FlexiGroup’s 2009 AGM will be held on 26 November 2009 commencing at 4.00pm (Sydney time) at the Sofitel Wentworth, 61–101 Phillip Street, Sydney NSW 2000. If you are unable to attend the 2009 AGM, I encourage you to complete the enclosed proxy form.

Further details relating to the various resolutions proposed at the 2009 AGM are attached to this letter.

Subject to the abstentions noted, all the FlexiGroup Directors recommend that shareholders vote in favour of each of the resolutions proposed to be passed at the 2009 AGM.

I look forward to seeing you at the 2009 AGM.

Yours sincerely

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Margaret Jackson Chairman

Notice of Annual General Meeting FlexiGroup Limited ABN 75 122 574 583

Notice is hereby given that the 2009 Annual General Meeting (“ 2009 AGM ”) of FlexiGroup Limited (“ FlexiGroup ” or “ Company ”) will be held at the Sofitel Wentworth, 61–101 Phillip Street, Sydney on Thursday, 26 November 2009, at 4.00pm, to conduct the following business:

Ordinary Business

1 Financial Reporting

To receive and consider the financial statements of the Company and the consolidated entity for the financial year ended 30 June 2009 and the reports of the Directors and the Auditor of the Company and the consolidated entity.

There is no vote on this item.

2 Remuneration Report

To adopt the Remuneration Report contained within the Annual Report for the year ended 30 June 2009.

Please note that this resolution is advisory only and does not bind the Directors or the Company.

3 Re-Election of Margaret Jackson

Margaret Jackson will retire in accordance with Article 10.3 of the Constitution and offers herself for re-election as a Director.

4 Re-Election of R John Skippen

R John Skippen will retire in accordance with Article 10.3 of the Constitution and offers himself for re-election as a Director.

Voting Entitlements

Pursuant to Corporations Regulation 7.11.37 and ASTC Settlement Rule 5.6.1, the Directors have determined that the shareholding of each shareholder for the purpose of ascertaining voting entitlements for the 2009 AGM will be as it appears in the Company’s share register at 7.00pm (Sydney time) on 24 November 2009.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise.

However, if the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half of the shareholder’s votes. The proxy form, together with any power of attorney or authority under which the proxy form is signed, must be:

  • (a) sent by facsimile to Link Market Services on +61 2 9287 0309; or

  • (b) sent by post to Link Market Services in the enclosed reply paid envelope.

Proxies, together with any power of attorney or authority under which the proxy form is signed, must be received not less than 48 hours before the time of the 2009 AGM (i.e. by 4.00pm (Sydney time) on Tuesday, 24 November 2009) or the time of any adjourned meeting.

By order of the Board

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David Stevens Company Secretary

21 October 2009

Explanatory Notes on the business to be transacted at the FlexiGroup Limited Annual General Meeting

Ordinary Business

Item 1 – Financial Reporting

Section 317(1) of the Corporations Act 2001 (Cwlth) (“ Corporations Act ”) requires a public company to lay before its annual general meeting the financial report, the Directors’ Report and the Auditor’s Report for the financial year that ended before the annual general meeting.

Shareholders will be given a reasonable opportunity to consider, comment on and ask questions of the Directors and the Auditor of the Company about the management of the Company, the conduct of the audit, and the preparation and contents of the financial statements and reports for the financial year ended 30 June 2009.

The reports are available on FlexiGroup’s website at www.flexigroup.com.au.

There is no vote on this item.

Item 2 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Remuneration Report for the financial year ended 30 June 2009 is put to Shareholders for adoption. The Remuneration Report is set out on pages 17–33 of the Annual Report.

The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, the Remuneration Report at the 2009 AGM.

The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

Item 3 – Re-Election of Margaret Jackson

Under the provisions in the Company’s Constitution for the rotation of Directors, Margaret Jackson will retire at the 2009 AGM and offers herself for re-election.

Ms Jackson joined the Board on the incorporation of the Company in November 2006 and is the Chairman of the Company.

Ms Jackson is also a Director of Billabong International Limited, Chairman of the Asia Pacific Business Coalition on HIV/AIDS, Chairman of the Ponting Foundation, President of Australian Volunteers International and Chairman of the New Life Campaign (Salvation Army).

Before beginning her career as a full time company director in 1992, Ms Jackson was a Partner of KPMG Peat Marwick’s Management Consulting Division. She is a former Chairman of Qantas and a former Director of BHP, ANZ, Southcorp and Fairfax.

Prior to submitting herself for re-election, Ms Jackson acknowledged to the Company that she would have sufficient time to properly fulfil her duties to the Company.

The Directors (with Ms Jackson abstaining and not voting) recommend that Shareholders vote in favour of Ms Jackson’s re-election.

Item 4 – Re-Election of R John Skippen

Under the provisions in the Company’s Constitution for the rotation of Directors, R John Skippen will retire at the 2009 AGM and offers himself for re-election.

Mr Skippen joined the Board on the incorporation of the Company in November 2006.

Mr Skippen was the Finance Director and Chief Financial Officer of Harvey Norman Holdings Limited for 12 years. He was involved in the establishment of the original agreement between Flexirent Holdings Pty Limited and Harvey Norman in 1995. Mr Skippen has over 30 years of experience as a chartered accountant.

Prior to submitting himself for re-election, Mr Skippen acknowledged to the Company that he would have sufficient time to properly fulfil his duties to the Company.

The Directors (with Mr Skippen abstaining and not voting) recommend that Shareholders vote in favour of Mr Skippen’s re-election.