IGNITE LIMITED — AGM Information 2013

Sep 30, 2013

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2013
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C l a r i u s G r o u p N o t i c e o f A n n u a l G e n e r a l M e e t i n g

To be held at 10:00am on Thursday, 31 October 2013 at the NSW Trade and Investment Centre on Level 47, MLC Centre, 19 Martin Place, Sydney NSW 2000

Shareholders who have elected not to receive a printed copy of the Company’s 2013 Annual Report may obtain a copy from the Company’s website www.clarius.com.au under “Investors”.

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Annual
General
Market Street
Meeting
Martin Place
King Street
Hunter Street
York Street
Castlereagh Street
Phillip Street
Elizabeth Street
Pitt Street
George Street
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The Annual General Meeting of Clarius Group will be held at 10am on Thursday, 31 October 2013, at the NSW Trade and Investment Centre on Level 47, MLC Centre, 19 Martin Place, Sydney.

A separate Proxy Form is included with this report.

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C l a r i u s G r o u p N o t i c e o f A n n u a l G e n e r a l M e e t i n g 2 0 1 3

Notice is hereby given that the Annual General Meeting (“the Meeting”) of Clarius Group Limited (“the Company”) will be held at 10:00am on Thursday, 31 October 2013 at the NSW Trade and Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney NSW 2000.

Ordinary Business

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2013.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Resolution 1 Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding

resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company for the year ended 30 June 2013, be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

• This resolution is advisory only and does not bind the Company or the directors.

Resolution 2 Re-election of Mr Simon Kelly as a Director

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

“That Mr Simon Kelly, being a Director of the Company, retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

Resolution 3 Election of Mr Garry Sladden as a Director

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

“That Mr Garry Sladden, who was appointed a Director to fill a casual vacancy during the year, retires in accordance with the Constitution and, being eligible, offers himself for election, be elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

Resolution 4 Appointment of Auditor

Deloitte Touche Tohmatsu have consented to act as auditors and they have been nominated by a shareholder.

To consider and if thought fit, pass the following resolution:

“That Deloitte Touche Tohmatsu are appointed auditors of the Company, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

BY ORDER OF THE BOARD

• When reviewing the Company’s remuneration policies the directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting.

• If 25 per cent or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election.

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N J V Geddes Company Secretary

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Voting Exclusion

In accordance with the Corporations Act 2001, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 1 Adoption of Remuneration Report:

By:

• 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 described above may cast a vote on the resolution if:

• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution;

• The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above; and

• The vote is cast by the Chairman, as the nominated proxy for a person who is permitted to vote, with express authorisation given to the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.

Explanatory Notes

This Explanatory Memorandum has been prepared for the shareholders of Clarius Group Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Thursday 31 October 2013. Shareholders are encouraged to read this document in full.

With the exception of Resolution 1, all of the resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.

If appropriate and if time permits, the Chairman will discuss significant issues raised by shareholders prior to the Meeting and will invite questions and comments from shareholders on these key issues and any other appropriate and relevant matters that shareholders would like to raise at the Meeting.

In addition, a reasonable opportunity will be given to members present at the Meeting to ask the Company’s auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor. If you would like to submit a written question to KPMG before the Meeting on any of the foregoing matters, please send your question to the Company Secretary, Nick Geddes, at ngeddes@austcosec.com.au before 24 October 2013.

If you have a more general issue or question that you would like discussed at the Meeting, please write to the Company Secretary, Nick Geddes, at the above address.

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

Resolution 1 Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2013.

The Remuneration Report is a distinct section of the annual Directors’ Report which deals with the remuneration of Directors and executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 35 to 42. The annual report is available online at www.clarius.com.au under Investor Centre.

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C l a r i u s G r o u p N o t i c e o f A n n u a l G e n e r a l M e e t i n g 2 0 1 3

The resolution is advisory only and does not bind the Company or its directors. However, the Board will consider the outcome of the vote and comments made by shareholders at the meeting on the remuneration report when reviewing the Company’s remuneration policies. If 25 per cent or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election. The Company encourages all shareholders to vote on Resolution 1 (Adoption of Remuneration Report).

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not directed the Chairman how to vote on Resolution 1 by signing and returning the Proxy Form, the Shareholder is considered to have provided an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2 Re-election of Mr Simon Kelly as a Director

Pursuant to the Clause 6.3(e)(ii) of the Constitution and the ASX Listing Rules, Mr Kelly will retire by rotation and seeks re-election.

Mr Kelly is currently Chief Operating Officer and Chief Financial Officer of Nine Entertainment Co., Australia’s largest diversified media and entertainment group. Mr Kelly was formerly Chief Executive Officer at Deals Direct Group; Chief Financial Officer, Company Secretary and Board Director of ASX listed Aristocrat Leisure Limited and also held a number of senior executive roles at ASX listed Goodman Fielder Limited. He has over 26 years’ experience in financial and general management.

Mr Kelly is the chairman of the Board Audit, Risk and Compliance Committee and a member of the Board Remuneration and Nomination Committee.

The Board supports the re-election of Mr Kelly.

Resolution 3 Election of Mr Garry Sladden as a Director

Pursuant to Clause 6.3(e)(i) of the Constitution Mr Garry Sladden will retire and seeks election.

Mr Sladden was appointed to the Board as a non-executive Director on 10 September 2013.

Mr Sladden is a business and strategic adviser who has a diversified business background in the areas of real estate, private equity, business operations, banking and finance, and equity raising, having held the position of General Manager Operations at Consolidated Press Holdings for six years and more recently (2007) the role of Group Operations Executive for a real estate investment, development and funds management group. Mr Sladden is Non-Executive Chairman of Folkestone Limited, Chairman of Ashton Manufacturing Pty Limited and a Non Executive Director of Melanoma Institute Australia.

The Board supports the election of Mr Sladden.

Resolution 4 Appointment of Auditor

The Company’s Auditor, Mr John Wigglesworth of KPMG Sydney, has resigned. Pursuant to section 327B of the Corporations Act 2001, the Company must appoint an auditor to fill the vacancy. Deloitte Touche Tohmatsu have consented to act as auditors of the company should they be appointed at this meeting. A copy of a nomination letter from a shareholder is attached.

Mr Kelly is Chairman and independent Non-Executive Director of Intrepica Pty Limited, a privately owned emerging online business. He holds a Bachelor of Arts degree (First Class, Honours) in economics and accounting, is a fellow of the Institute of Chartered Accountants in England & Wales, member of the Institute of Chartered Accountants in Australia and member of the Australian Institute of Company Directors.

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Notes

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Computershare Investor Services Pty Limited

provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

For custodians – who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediaryonline.com

1. A corporate shareholder entitled to attend and vote at the meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Clarius Group Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the Meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at 7:00pm on Tuesday, 29 October 2013 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

Street address: Level 4, 60 Carrington Street, Sydney NSW 2000 Mailing address: GPO Box 242, Melbourne VIC 3001 Fax: (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

Web: www.investorvote.com.au and follow the instruction provided

A b o u t C l a r i u s G r o u p

RecRuitment SeRviceS

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The Major Accounts Division is a specialist end-to-end, “one-stop-shop” provider of recruitment services across specialisations to major enterprise, large recruitment volume organisations within Australasia.

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The One Umbrella is a leading recruitment consultancy specialising in the sourcing and recruiting of permanent and contract staff for the library, records, information and knowledge management industries in Australia.

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Alliance Recruitment, established in 1996, is an expert recruitment services provider for all facets of corporate services.

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Lloyd Morgan is a leading professional recruitment services provider specialising in permanent, contract and temporary placements across the accounting, banking and finance, and insurance sectors.

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Established in 1984, Candle has supplied contract and permanent IT talent from helpdesk support, to Chief Information Officers, covering the full project lifecycle as well as specialist niche technologies.

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For over 30 years SouthTech has specialised in professional contract and permanent recruitment for technical roles in Architecture, Construction, Consulting Engineering and Manufacturing.

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Ignite specialises in the management and transitioning of contractors as well as fully integrated, outsourced, payroll solutions.

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Jav IT is a market leader in outsourcing and technical support services delivering significant cost reductions and major process improvements.

At Clarius Group, our focus continues to be protecting, developing and expanding our core business in the Asia Pacific region.

We aim to mitigate some of the external risks that are present in a difficult market by focusing on our core strengths and delivering an excellent quality of service within an efficient delivery structure. Attain operational excellence by continuing our investment in internal systems and technology and developing industry leading talent.

The vision for our “House of Specialist Brands” strategy is to be recognised in each of our sectors as a specialist by our clients and candidates allowing us exclusive access to talent and greater business opportunities.

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We will continue to invest in growth markets, especially in the Asian region such as China, as well as consider opportunities that complement both our service offerings and geographical segments. Using our existing infrastructure, with some enhancements and modifications, we are able to extend our core capabilities into related lines of business that will build more annuity style revenue streams.

Clarius is focused on building and expanding its core capabilities to maximise shareholder return.

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As part of Clarius Group’s ongoing commitment to the environment, we aim to ensure we conserve resources, use energy efficient equipment, recycle and act to reduce our environmental impact wherever possible.

The Clarius Group Notice of Annual General Meeting 2013 is printed on Monza Recycled stock which contains 55 per cent recycled fibre (25 per cent post consumer and 30 per cent pre consumer) and 45 per cent elemental chlorine free pulp. All virgin pulp is derived from well-managed forests and controlled sources. It is manufactured by an ISO 14001 certified mill.

www.clarius.com.au

Clarius Group Limited ABN 43 002 724 334

Lodge your vote:



Online:

www.investorvote.com.au

T 000001 000 CND MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 www.investorvote.com.au

Vote online or view the annual report, 24 hours a day, 7 days a week:

Cast your proxy vote	Control Number: 999999 Your secure access information is:	Control Number: 999999 Your secure access information is:	Control Number: 999999 Your secure access information is:
Access the annual report	SRN/HIN:I9999999999	PIN:	99999
Review and update your securityholding	PLEASE NOTE:For security reasons it is important that you keep your SRN/HIN confidential. 

 For your vote to be effective it must be received by 10:00am (AEDT) Tuesday 29 October 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i

Please mark to indicate your directions

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

STEP 1 Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Clarius Group Limited hereby appoint

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the Chairman  OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Clarius Group Limited to be held at NSW Trade and Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney NSW 2000 on Thursday 31 October 2013 at 10:00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

STEP 2 Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Simon Kelly as a Director
Resolution	3	Election of Mr Garry Sladden as a Director
Resolution	4	Appointment of Auditor

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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C N D

9 9 9 9 9 9 A

30 September 2013

The Secretary Clarius Group Limited GPO Box 4231 SYDNEY NSW 2001

Dear Sir,

Appointment of Auditors

Following the resignation of KPMG and subject to ASIC giving its consent to that resignation, I hereby nominate Deloitte Touche Tohmatsu to be appointed as auditor of Clarius Group Limited at the forthcoming annual general meeting.

I request that a copy of this nomination be tabled at the AGM and sent to Deloitte Touche Tohmatsu.

Yours faithfully

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Timothy Tin Lok Lee Shareholder Clarius Group Limited