MAXIPARTS LIMITED — AGM Information 2019

Sep 19, 2019

==> picture [191 x 76] intentionally omitted <==

MaxiTRANS Industries Limited ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

Place: Computershare Conference Centre “Yarra Falls” 452 Johnston Street Abbotsford Victoria 3067 Date: Friday, 25 October 2019 Time: 11.00 am (Melbourne time)

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your professional adviser.

1

MAXITRANS INDUSTRIES LIMITED ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of MaxiTRANS Industries Limited will be held at the Computershare Conference Centre, “Yarra Falls”, 452 Johnston Street, Abbotsford, Victoria on Friday, 25 October 2019 at 11.00 am (Melbourne time).

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be addressed at the meeting. The Explanatory Memorandum should be read in conjunction with this Notice of Annual General Meeting.

Capitalised terms used in this Notice and the Explanatory Memorandum have the meanings given to them in the Glossary unless the context indicates otherwise.

2

ITEMS OF BUSINESS

1. Financial Statements and Reports

To receive and consider the financial report, the directors’ report and the auditors’ report for the Company and its controlled entities for the year ended 30 June 2019.

2. Adoption of the Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:

That the Company’s Remuneration Report for the year ended 30 June 2019 be adopted.

Note: The vote on this Item is advisory only and does not bind the Directors or the Company. A voting exclusion applies to this Resolution. See page 5 for details.

3. Re-election of Director – Samantha Hogg

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

That Samantha Hogg, who retires in accordance with the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.

4. Re-election of Director – Mary Verschuer

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

That Mary Verschuer, who retires in accordance with the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.

5. Grant of Performance Rights to the Managing Director and CEO

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

For the purposes of Listing Rule 10.14, to approve the grant of performance rights to Mr Dean Jenkins, Managing Director and Chief Executive Officer, as described in the Explanatory Memorandum.

Note: A voting exclusion applies to this Resolution. See page 6 for details.

By order of the Board

Amanda Jones Company Secretary 20 September 2019

3

MAP – VENUE LOCATION

Symbol A below shows the office location of Computershare Investor Services Pty Limited at 452 Johnston Street, Abbotsford, Victoria.

==> picture [483 x 291] intentionally omitted <==

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

A
----- End of picture text -----

CAR PARKING

Car parking is available along the side streets adjacent to the office.

Please take note of any parking restrictions.

4

IMPORTANT NOTES

VOTING ENTITLEMENTS

For the purposes of ascertaining voting entitlements for the Annual General Meeting, the Board has determined that the shareholding of each member will be as it appears in the Company’s register of members at 7.00pm (Melbourne time) on Wednesday, 23 October 2019.

HOW TO VOTE

To vote at the meeting you will need to follow these steps:

EITHER 1. Complete the enclosed proxy form and return it in person, by facsimile or mail (to be received no later than 11.00 am (Melbourne time) on Wednesday, 23 October 2019 ) to the following office or facsimile numbers:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne Victoria 3001 Facsimile number: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

OR

Computershare Investor Services Pty Limited

“Yarra Falls,” 452 Johnston Street Abbotsford Victoria 3067

OR 2. Lodge your proxy online – go to www.investorvote.com.au, log in and follow the prompts. Custodians – Relevant custodians may lodge their proxy form online by visiting www.intermediaryonline.com

OR 3. Attend the AGM in person.

The lodging of a completed proxy form will not prevent you from attending and voting at the AGM.

VOTING EXCLUSION STATEMENTS

Item 2 – Remuneration Report

The Company will disregard any votes cast on Item 2 by or on behalf of a member of the key management personnel named in the Remuneration Report for the year ended 30 June 2019 (each a KMP ) or their Closely Related Parties, regardless of whether the votes are cast as a Shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or Closely Related Party of a KMP if:

• it is cast as a proxy, and the proxy is appointed by writing that specifies how the proxy is to vote on Item 2 and it is not cast on behalf of a KMP or a Closely Related Party of a KMP; or

• the proxy is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on Item 2 and the chair is expressly authorised to exercise the proxy in favour of Item 2 even if the resolution is connected directly or indirectly with the remuneration of a KMP.

If you are KMP or a Closely Related Party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of the voting restrictions that apply to you under the Corporations Act.

5

Item 5 – Grant of Performance Rights to the Managing Director and CEO

The Company will disregard any votes cast:

• in favour of Item 5 by or on behalf of Mr Jenkins (being the only director who is eligible to participate in the Performance Rights Plan) and any Associates of Mr Jenkins; and

• by proxy by any member of KMP and any Closely Related Party of a KMP.

However, the Company is not required to disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the proxy appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.

WRITTEN QUESTIONS TO THE AUDITOR

The Company's auditor or the auditor's representative will attend the AGM. Shareholders entitled to vote at the AGM may submit written questions to the auditor if the question is relevant to the content of the auditor’s report or the conduct of the audit of the annual financial report.

Questions must be submitted no later than 5.00pm on Friday, 18 October 2019 and should be sent to the Company Secretary, 346 Boundary Road, Derrimut, Victoria, 3030 or by email to cosec@maxitrans.com.au.

PROXIES AND COMPANY REPRESENTATIVES

1. A proxy form is enclosed.

2. A Shareholder entitled to attend and vote at the meeting may appoint up to two proxies to attend and vote at the meeting on that Shareholders’ behalf. A proxy need not be a Shareholder. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands. If you wish to appoint two proxies, please contact the Share Registry on 1300 850 505 (within Australia) or +61 3 0415 4000 (outside Australia).

3. The proxy form must be signed by the Shareholder or his or her attorney in accordance with the instructions on the proxy form.

4. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or any certified copy thereof) must be received by Share Registry at the address or facsimile number below, or submitted online, no later than 11.00am (Melbourne time) on Wednesday, 23 October 2019.

By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 By facsimile: Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) In person: Computershare Investor Services Pty Limited “Yarra Falls,” 452 Johnston Street Abbotsford Victoria 3067 Online: go to www.investorvote.com.au, log-in and follow the prompts. Custodians: Relevant custodians may lodge their proxy form online by visiting www.intermediaryonline.com

6

1. A member which is a body corporate and entitled to attend and vote at the AGM, or a proxy which is a body corporate and is appointed by a member entitled to attend and vote at the AGM, may appoint an individual to act as its representative at the AGM in accordance with section 250D of the Corporations Act. The representative must bring to the meeting a certificate to evidence his or her appointment unless it has previously been provided to the Share Registry. The proxy form contains instructions for obtaining a form of the certificate.

2. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit, subject to any voting restrictions that may apply to the proxy.

3. If the proxy form is signed but is blank in all other material aspects, it will be taken to mean that it is in favour of the chair of the meeting for full voting rights and the chair intends to vote in favour of all items on a poll.

APPOINTING THE CHAIR AS YOUR PROXY

The proxy form accompanying this notice of meeting contains detailed instructions regarding how to complete the proxy form if a Shareholder wishes to appoint the chair of the meeting as his or her proxy. You should read those instructions carefully.

If a Shareholder directs the chair how to vote on an item of business, the chair must vote in accordance with the direction.

In relation to each of the remuneration-related resolutions (being Items 2 and 4), if the chair of the meeting is appointed as your proxy, and you have not directed your proxy how to vote on the relevant resolution, please note that by completing and returning the proxy form accompanying the Notice of Meeting you will be expressly authorising the chair of the meeting to exercise your undirected proxy on those resolutions even though they are connected with the remuneration of the Company’s key management personnel.

The chair intends to exercise all undirected proxies by voting in favour of all resolutions on the agenda.

7

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is to be read in conjunction with the accompanying Notice of Annual General Meeting.

The purpose of this Explanatory Memorandum is to provide Shareholders with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the Annual General Meeting of the Company to be held on Friday, 25 October 2019 and to allow Shareholders to determine how they wish to vote on those resolutions.

Shareholders should read the Notice of Meeting and this Explanatory Memorandum before deciding how to vote.

Capitalised terms used in this Explanatory Memorandum have the meanings given to them in the Glossary unless the context indicates otherwise.

Item 1 – Financial Statements and Reports

The Corporations Act requires that the Company’s financial report (which includes financial statements, notes to the financial statements and the directors’ declaration), the directors’ report and the auditor’s report be laid before the Annual General Meeting.

There is no requirement in either the Corporations Act or the Constitution for Shareholders to approve the financial report, the directors’ report or the auditor’s report.

A copy of the Annual Report has been provided to each Shareholder (as required) and is also available on the Company’s website: www.maxitrans.com.au. The Annual Report contains the financial report, the directors’ report and the auditor’s report.

Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports, and on the management of the Company, and to ask questions of the auditor.

Item 2 – Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report for the year ended 30 June 2019 is set out in the Company’s Annual Report.

The Remuneration Report sets out:

• the remuneration policies adopted by the Board;

• the links between the remuneration policies adopted by the Board and the performance of the Company;

• the remuneration details for each Director and key management personnel;

• the different bases of remuneration paid to non-executive Directors and executive management; and

• • information about performance-linked remuneration, including short term and long term incentives.

The Shareholder vote on the Remuneration Report is advisory only and will not bind the Company or its Directors. However, the Board will take into account any Shareholder discussions on this Resolution and the outcome of the vote when considering the future remuneration arrangements of the Company.

8

In accordance with the provisions of the Corporations Act, known generally as the “two strikes rule", Shareholders should note that if 25% or more of the votes cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, a resolution will be put to Shareholders at the second annual general meeting (a "spill" resolution) that, if passed, will require another meeting to be held within 90 days. At that meeting the Company's Directors (other than the Managing Director), who held office when it was resolved to put the Remuneration Report to the second annual general meeting and who wish to continue as a Director, must stand for re-election.

Shareholders will be given a reasonable opportunity at the meeting to ask questions about, or make comments on, the Remuneration Report.

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

Item 3 – Re-election of Director – Ms Samantha Hogg

Pursuant to the Company’s Constitution, a non-executive Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected. Directors are eligible for re-election.

Ms Samantha Hogg was first elected as a Director at the 2016 Annual General Meeting and is due to retire from office at the conclusion of the 2019 Annual General Meeting. Ms Hogg seeks re-election as a Director. Ms Hogg is Chair of the Audit & Risk Management Committee and a member of the Remuneration & Human Resources Committee and Nominations Committee.

Further details about Ms Hogg are set out in the Annual Report.

The Directors (except Ms Hogg) unanimously recommend that Shareholders vote in favour of the re-election of Ms Hogg.

Item 4 – Re-election of Director – Ms Mary Verschuer

Pursuant to the Company’s Constitution, a Director who is elected to fill a casual vacancy must retire from office at the conclusion of the next annual general meeting after the Director was appointed. Directors are eligible for re-election.

Ms Mary Verschuer was elected as a Director by the Board on 24 January 2019 to fill a casual vacancy and is due to retire from office at the conclusion of the 2019 Annual General Meeting. Ms Verschuer seeks re-election as a Director. Ms Verschuer is a member of the Audit & Risk Management Committee, Remuneration & Human Resources Committee and Nominations Committee.

Further details about Ms Verschuer are set out in the Annual Report.

The Directors (except Ms Verschuer) unanimously recommend that Shareholders vote in favour of the re-election of Ms Verschuer.

Item 5 – Grant of Performance Rights to the Managing Director

Pursuant to the Listing Rules, the Company must seek Shareholder approval to grant securities in the Company, including performance rights, to Mr Dean Jenkins, the Company's Managing Director and Chief Executive Officer, under an employee incentive scheme. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1 for a proposed grant of performance rights, nor for Shares issued on exercise of the performance rights, to Mr. Jenkins.

Accordingly, the Company is seeking approval for the grant of performance rights to Mr. Jenkins under the Company's Performance Rights Plan.

A summary of the terms of the performance rights proposed to be granted to Mr. Jenkins is set out below. The performance rights are otherwise issued on the terms of the Performance Rights Plan which was approved by Shareholders in 2010. The Board has the discretion to waive or vary the terms of the Plan.

9

A performance right will, upon its vesting and exercise, entitle a holder to receive (either by way of issue or by transfer) one Share in the Company (subject to adjustments for capital actions in accordance with the Listing Rules and the terms of the Performance Rights Plan) which will rank equally with all other existing Shares.

Maximum number of securities that may be acquired by Mr Jenkins and the formula for calculating the number of securities to be issued	1,118,568 performance rights. The number of performance rights proposed to be granted to Mr Jenkins has been calculated by using the ‘face value’ methodology – that is, by dividing the long term incentive component of his annual remuneration ($333,333) by $0.2980, being the volume weighted average price of MaxiTRANS shares during the first month of the three-year performance period (July 2019).
Performance hurdles	The performance rights will vest and be exercisable only if the performance hurdle attached to the performance rights is satisfied. The performance rights will be subject to a performance hurdle to achieve the average ROIC over the last 3 years plus an increase in the Company's Return on Invested Capital (ROIC) at an average of 0.60% per annum over the period from 1 July 2020 to 30 June 2022. A sliding scale will apply for partial attainment of the performance hurdle. The minimum target is 67% of the targeted improvement in ROIC that must be achieved before any of the performance rights vest in the year ending 30 June 2022, at which point 50% of the performance rights will vest. 100% of the performance rights will vest where the target ROIC is fully achieved or exceeded. Any unvested performance rights will lapse.
The price or formula for calculating the price for each security to be acquired under the Plan	No price is payable by Mr Jenkins for the grant or exercise of the performance rights.
Exercise of performance rights	Under the Plan Rules, vested performance rights may only be exercised during the period commencing on the third anniversary of the grant date and ending on the seventh anniversary of the grant date. Unexercised performance rights will lapse on their expiry date. In special circumstances, the Plan Rules permit an alternative exercise period to apply. For example, where a holder of performance rights retires, dies, sustains a total and permanent disability or is made redundant, the Board can determine that the performance hurdles be waived and that the exercise period commence on the date the special circumstance arises and end 90 days later.
Lapse of performance rights	Under the Plan Rules, unvested performance rights lapse if a holder ceases to be an employee of the MaxiTRANS group. Unvested and vested performance rights will lapse immediately if the holder is dismissed with cause, has committed an act of fraud, defalcation or gross misconduct in relation to the MaxiTRANS group, or has committed a disreputable act. The Plan Rules provide that vested performance rights will lapse: • six months after the date of termination of employment of the holder (other than in special circumstances relating to the death, retirement, redundancy or total and permanent disablement of the holder); • twelve months after the holder ceases employment as a result of special circumstances; or • twelve months after the occurrence of a change of control in the Company.
Voting rights	The performance rights do not carry any voting rights, but Mr Jenkins will be able to vote any Shares that are provided on vesting and exercise of the performance rights.

10

The names of all persons referred to in Listing Rule 10.14 who received securities under the Plan since the last approval	Mr Jenkins received 630,119 performance rights for nil consideration pursuant to the Shareholder approval granted at the 2018 Annual General Meeting.
The names of all persons referred to in Listing Rule 10.14 entitled to participate in the Plan	Mr Jenkins is the only person referred to in Listing Rule 10.14 entitled to participate in the Plan.
The terms of any loan in relation to the acquisition	No loan will be made in relation to the acquisition of performance rights or the underlying Shares by Mr Jenkins.
The date by which the Company will issue the securities	The performance rights will be issued within 12 months of the date of the meeting. It is anticipated that the performance rights will be issued in November 2019.

The non-executive Directors unanimously recommend that Shareholders vote in favour of the resolution.

QUESTIONS?

Shareholders should consider the information set out in the Notice of Meeting and Explanatory Memorandum before deciding how to vote at the meeting.

If after reading the Notice of Meeting and the Explanatory Memorandum you have any questions about the meeting, please contact the Company Secretary on (03) 8368 1100 or by email: cosec@maxitrans.com.au.

11

GLOSSARY

AGM means the 2019 Annual General Meeting of the Company to be held on Friday, 25 October 2019.

Annual Report means the annual report of the Company for the financial year ended 30 June 2019.

Associate has the meaning given in the Listing Rules.

ASX means Australian Securities Exchange Limited.

Board means the Board of Directors.

Closely Related Parties has the meaning given by section 9 of the Corporations Act.

Company means MaxiTRANS Industries Limited ACN 006 797 173.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.

Group means the Company and all of its subsidiaries.

Listing Rules means the listing rules of the ASX.

Notice of Meeting means the notice of the AGM referred to in and which accompanies this Explanatory Memorandum.

Performance Rights Plan means the MaxiTRANS Performance Rights Plan.

Resolution means a resolution referred to in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Share Registry means Computershare Investor Services Pty Ltd.

Shareholder means a holder of at least one Share.

12

==> picture [256 x 86] intentionally omitted <==

==> picture [128 x 83] intentionally omitted <==

000 MXIRM

==> picture [163 x 66] intentionally omitted <==

==> picture [530 x 371] intentionally omitted <==

==> picture [534 x 184] intentionally omitted <==