REECE LIMITED — AGM Information 2012

Sep 18, 2012

September 19, 2012

The Manager Company Announcement Office Australia Securities Exchange Limited Reece Australia Limited

118 Burwood Highway Burwood Victoria 3125 Private Bag 109 Burwood VIC 3125

T 61 3 9274 0000 F 61 3 9274 0197

ABN: 49 004 313 133 www.reece.com.au

Dear Sir

Reece Australia Limited

Please find enclosed the Notice of Meeting, Proxy Form and Explanatory Notes for the Reece Australia Limited Annual GeneralMeeting to be held on Thursday, 25th October 2012. These along with the Reece Australia Limited Annual Report were dispatched to shareholders today.

Gavin Street Company Secretary

Dear Shareholder,

ANNUAL GENERAL MEETING

The 2012 Annual General Meeting of Reece Australia Limited is to be held at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street Abbotsford, Victoria on Thursday 25 October 2012 at 3pm (AEDT).

Please find enclosed a Notice of Meeting, Explanatory Notes and Proxy Form for your information.

I will comment briefly on the Company's performance for the financial year ended 30 June 2012. The items of business set out in the Notice of Meeting will then be transacted. Members will have ample opportunity to ask questions of the Board and the Company's Auditor.

I invite you to join the Board members for light refreshments at the conclusion of the meeting.

If you plan to attend the meeting in person, please bring your Proxy Form to facilitate your registration.

Yours sincerely

L. Alan Wilson Executive Chairman

NOTICE OF MEETING

The fifty-ninth Annual General Meeting of the Company will be held at 3pm (AEDT) on Thursday 25 October 2012 at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street Abbotsford, Victoria.

Ordinary Business

• To consider the financial statements for the Company and its controlled entities, together with the statements $1$ and reports of the directors and auditors thereon for the year ended 30 June 2012.
• $2.$ To elect Director

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

"That Mr B.W.C. Wilson, who retires by rotation in accordance with clause 113 of the Company's Constitution, and who is recommended for re-appointment by the Board, be re-elected as a director of the Company."

1. To elect Director

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

"That Mr R.G. Pitcher AM, who retires by rotation in accordance with clause 113 of the Company's Constitution, and who is recommended for re-appointment by the Board, be re-elected as a director of the Company.'

1. To adopt the Remuneration Report

The following non-binding ordinary resolution will be put to the meeting:

"That the Remuneration Report for the financial year ended 30 June 2012 be adopted."

The Company has determined that, for the purposes of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register at 7.00pm (AEDT) on 23rd October 2012.

Members who intend on appointing the Chairman of the Meeting or another member of the Company's key management personnel as their proxy should carefully read the accompanying notes relating to proxies, which among other matters, details the treatment of undirected proxies.

By Order of the Board G.W. Street Company Secretary 19 September 2012

EXPLANATORY NOTES

Ordinary Business

Item 2 - Election of Director

Election of Mr B.W.C. Wilson

Name: Mr Bruce W.C. Wilson 66

Age:

Position: Non-Executive Director

Experience: Appointed to the board in 1970, Secretary from 1974 to 1999. Member of the Audit Committee and Remuneration Committee. No other directorships held.

The directors (excluding Mr B.W.C. Wilson) recommend that shareholders vote in favour of this resolution.

Item 3 - Election of Director

Election of Mr R.G. Pitcher AM

Name:	Mr Ronald, G. Pitcher AM
Age:	73
Position:	Non-Executive Director
Experience:	Appointed to the board in 2003. Chairman of the Audit Committee and Remuneration Committee.A charted accountant and business consultant with over 45 years of experience in businessadvisory services. Also a director of McMillan Shakespeare Limited.
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The directors (excluding Mr R.G. Pitcher AM) recommend that shareholders vote in favour of this resolution.

Item 4 - Adoption of Remuneration Report

In accordance with the requirements of the Corporations Act 2001 (Cth) (the "Act") the Board submits its Remuneration Report for the financial year ended 30 June 2012 to members for consideration and adoption.

The Remuneration Report is included in the Directors' Report contained in the 2012 Annual Report.

As provided for in the Act, the vote on this resolution is advisory only and does not bind the directors or the Company. The Board will, however, take the outcome of the vote into consideration when reviewing remuneration practices and policies.

A reasonable opportunity will be provided to ask questions about, or to make comments on, the Remuneration Report at the meeting.

The directors recommend that members vote in favour of the resolution for the adoption of the Remuneration Report.

Notes relating to proxies

• $1.$ The Company has determined that, for the purposes of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register at 7.00pm (AEDT) on 23rd October 2012.
• $2.$ A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend and vote in the member's place. Where a member appoints more than one representative, proxy or attorney, those appointees are entitled to vote on a poll but not on a show of hands.
• $\mathcal{R}$ A member who appoints two proxies may specify a proportion or number of the member's votes each proxy is appointed to exercise. A single proxy exercises all the member's votes.
• $\overline{4}$ Proxy forms may be delivered in person, by mail or by fax to the Share Registry's office as follows:

In person:	Computershare Investor Services Pty Limited
	Yarra Falls
	452 Johnston Street
	Abbotsford
	Victoria, 3067, Australia
By mail:	Computershare Investor Services Pty Limited
	GPO Box 242 Melbourne
	Victoria, 3001, Australia
By fax	1800 783 447 (within Australia)
	+61 3 9473 2555 (outside Australia)

• 1. Proxy forms may also be lodged online by visiting www.investoryote.com.au
• 1. Custodians may lodge their proxy forms online by visiting www.intermediaryonline.com

For all enquiries call:	1300 850 505 (within Australia)
	+61 3 9415 4000 (outside Australia)

TO BE EFFECTIVE PROXY FORMS MUST BE RECEIVED BY 3.00PM (AEDT) ON TUESDAY 23 OCTOBER 2012.

Item 4 - Voting Exclusion Statement

The Company will disregard any votes cast (in any capacity) on Item 4 by or on behalf of:

• $(a)$ Key management personnel of the Company group ("KMP"); and
• $(b)$ Closely related parties of the KMP.

The KMP of the Company group are set out in the Remuneration Report. A "closely related party" includes a spouse, dependant and certain other close family members of KMP, as well as any companies controlled by a member of KMP.

However, the Company need not disregard a vote cast on Item 4 by a KMP or a closely related party of a KMP if the vote is not cast on behalf of a person who is a KMP or a closely related party of a KMP and:

• $(a)$ It is cast as a proxy appointed in writing for a person who is entitled to vote on Item 4, the proxy is a directed proxy (that is, the proxy specifies how the proxy is to vote on the proposed resolution) and it is voted in accordance with the directions on the form, or
• $(b)$ 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 Chairman to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

For shareholders who have not elected to receive a hard copy of the Company's 2012 Annual Report, a copy can be viewed or downloaded from the Company's website at the following address: www.reece.com.au/investors.

Plumbing Centres Reece Australia Limited ABN 49 004 313 133

$- 000001$ 000 REH MR SAM SAMPLE FLAT 123 123 SAMPLE STREETTHE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

Online: www.investorvote.com.au

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: $\triangledown$ Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: 19999999999 PIN: 99999 in PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

达 For your vote to be effective it must be received by 3pm (AEDT) Tuesday 23 October 2012

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.

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

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

Proxy Form

Please mark $\vert \overline{\mathbf{X}} \vert$ to indicate your directions

IND

XX

STEP1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Reece Australia Limited hereby appoint

the Chairman$\overline{\phantom{a}}$ of the meeting	THEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. 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 Reece Australia Limited to be held at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street Abbotsford, Victoria on Thursday 25 October 2012 at 3pm (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 4 (except where I/we have indicated a different voting intention below) even though Item 4 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 4 by marking the appropriate box in step 2 below.

STEP 2	Items of Business	>>>><>> TFLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
	ORDINARY BUSINESS
Item 2		Re-election of Mr B.W.C. Wilson as a director of the Company
Item 3		Re-election of Mr R.G. Pitcher AM as a director of the Company
Item 4	To adopt the Remuneration Report

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

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
ContactName		ContactDaytimeTelephone		Date