IGNITE LIMITED — AGM Information 2014

Oct 23, 2014

2014 Clarius Group Notice of Annual General Meeting

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Clarius Group
Notice of Annual
2014 General Meeting
Annual General
Circular Quay
Meeting
Wynyard The Annual General Meeting of Clarius
Group will be held at 11:30am on Tuesday,
25 November 2014, at Clarius Head Office
Martin Place on Level 5, 1 York Street, Sydney.
A separate Proxy Form is included with
this Notice.
Jamison St
Margaret St
Cahill Expressway
Bridge Street
King Street
Hunter Street
Western Distributor
Hickson Road
Clarence Street
York Street
Sussex Street
George Street
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Notice is hereby given that the Annual General Meeting (“the Meeting”) of Clarius Group Limited (“the Company”) will be held at 11:30am on Tuesday 25 November 2014 at the offices of Clarius Group Limited, Level 5, 1 York Street, 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 2014.

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 2014, 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.

• 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% 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.

Resolution 2 Election of Mrs Jennifer Elliott as a Director

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

“That Mrs Jennifer Elliott, who was appointed a Director to fill a casual vacancy during the year, retires in accordance with the Constitution and, being eligible, offers herself for election, be 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 Julian Sallabank as a Director

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

“That Mr Julian Sallabank, 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 Re-election of Mr Garry Sladden as a Director

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

“That Mr Garry Sladden, 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 4 in the Notice of Meeting.”

BY ORDER OF THE BOARD

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N J V Geddes Company Secretary

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Clarius Group Notice of Annual 2014 General Meeting

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 Tuesday 25 November 2014. 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, Deloitte Touche Tohmatsu, 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 Deloitte Touche Tohmatsu 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 17 November 2014.

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 2014.

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 11 to 18. The annual report is available online at www.clarius.com.au under “Investors”.

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% 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 reelection. 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 Election of Mrs Jennifer Elliott as a Director

Pursuant to Clause 6.3(e)(i) of the Constitution Mrs Jennifer Elliott will retire and seeks election.

Mrs Elliott was appointed to the Board as a non-executive Director on 20 May 2014.

Mrs Elliott is a Non-Executive Director of the Melanoma Institute Australia and Chair of the Finance Committee of Melanoma Institute Australia. She has previously held the roles of Managing Director, Head of Moody’s Asia Pacific, Chief Human Resources Officer, Moody’s Corporation and solicitor with Clayton UTZ, Solicitor and Attorneys. Mrs Elliott holds an MA, Asian Business Studies – School of Oriental and Asian Studies, London University and a BA(Hons), LLB (Hons) – University of Sydney.

Mrs Elliott is a member of the Board Audit, Risk and Compliance Committee and a member of the Board Remuneration and Nomination Committee.

The Board supports the election of Mrs Jennifer Elliott.

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Clarius Group Notice of Annual General Meeting

2014

Resolution 3 Election of Mr Julian Sallabank as a Director

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

Mr Sallabank was appointed to the Board as a non-executive Director on 23 September 2014 .

Mr Julian Sallabank, Master of Business and Technology (AGSM), is an entrepreneur with experience in commercialising and growing national and international businesses. Mr Sallabank has worked across a range of industries including financial services, international trade, allied health, education, advertising and information technologies. Most recently Mr Sallabank was CEO / Director of Student Edge 2010 – 2014: an organisation focused on assisting secondary and tertiary students with financial management, part-time jobs and career pathways. During this time Mr Sallabank increased Student Edge’s membership by over 500,000 thereby creating one of Australia’s largest student memberships and was responsible for federal government and strategic global and national partnerships. Mr Sallabank currently acts as an investor and experienced strategic corporate advisor, working with a range of high net worth, third sector, entrepreneurial and corporate clients. Mr Sallabank is a member of the UNSW’s Australian School of Business Melbourne Alumni Committee and is a mentor to the Foundation of Young Australian Young Social Pioneers.

The Board supports the election of Mr Sallabank.

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

Street address:

Resolution 4 Re-election of Mr Garry Sladden as a Director

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

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. He was a General Manager Operations at Consolidated Press Holdings for six years and was the 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.

Mr Sladden is a member 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 Garry Sladden.

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

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 Friday, 21 November 2014 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.

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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



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

 Vote online or view the annual report, 24 hours a day, 7 days a week: www.investorvote.com.au

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

 For your vote to be effective it must be received by 11:30am Sunday, 23 November 2014

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 (to the extent permitted by law). 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 help tab, "Printable 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

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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

Please mark to indicate your directions

XX

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 the offices of Clarius Group Limited, Level 5, 1 York Street, Sydney NSW 2000 on Tuesday, 25 November at 11:30am (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	Election of Mrs Jennifer Elliott as a Director
Resolution	3	Election of Mr Julian Sallabank as a Director
Resolution	4	Re-election of Mr Garry Sladden as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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