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SUPER RETAIL GROUP LIMITED — AGM Information 2012
Sep 20, 2012
65878_rns_2012-09-20_2d5eddb1-e8eb-451e-b04f-c27f10bf71b7.pdf
AGM Information
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Super Retail Group Limited
ACN 108 676 204
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the eighth Annual General Meeting (“ AGM ”) of Super Retail Group Limited (the “ Company ”) will be held at the Kedron Wavell Services Club, Community Centre, 375 Hamilton Road, Chermside South, Queensland on Monday, 22 October 2012 at 11.30 am (QLD time).
ORDINARY BUSINESS
1. Accounts
To receive and consider the financial report of the Company for the period ended 30 June 2012 together with the Directors’ Report and Auditor’s Report.
2. Remuneration Report
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“ That the Remuneration Report for the year ended 30 June 2012 be adopted .”
The vote on this resolution is advisory only and does not bind the Directors or the Company. Nevertheless, the discussion held at the AGM will be considered by the Human Resources and Remuneration Committee when evaluating the remuneration arrangements of the Company.
Note: a voting restriction applies to Item 2 (please see below).
3. Election of Director
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“ That Ms S A Pitkin, who retires in rotation in accordance with Article 9.3 of the Company’s Constitution and, being eligible, offers herself for election, be re-elected as a Director of the Company .”
4. Grant of Performance Rights to Mr Peter Birtles, Chief Executive Officer and Managing Director
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“ That pursuant to the ASX Listing Rules, including ASX Listing Rule 10.14 and for all other purposes, the grant of 330,000 performance rights (being the aggregate of 110,000 Performance Rights which may be granted in each of the financial years 2013, 2014 and 2015) to Mr Peter Birtles, Chief Executive Officer and Managing Director, and the acquisition by Mr Birtles of ordinary shares in the Company upon vesting of the Performance Rights, as described in the Explanatory Notes, be approved. ”
Note: a voting restriction applies to Item 4 (please see below).
Voting exclusion statement – Item 2
In accordance with the Corporations Act, the Company will disregard any votes cast (in any capacity) on Item 2 by or on behalf of:
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(a) a member of the key management personnel (including the Directors), details of whose remuneration is disclosed in the Remuneration Report (“ KMP ”); or
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(b) a KMP’s closely related party, whether as shareholder or proxy holder.
However, the Company need not disregard a vote if:
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(a) it is cast by a member of the KMP, or a closely related party of a member of the KMP, if the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on Item 2, and the vote is not cast on behalf of a member of the KMP or a closely related party of a member of the KMP; or
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(b) it is cast by the Chairman of the Meeting, if the vote is cast as a proxy appointed in writing that does not specify the way the proxy is to vote on the resolution, and expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on Item 2, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if Item 2 is connected directly or indirectly with the remuneration of a member of the KMP.
The Chairman of the Meeting intends to vote all available proxies in favour of Item 2.
Voting exclusion statement – Item 4
In accordance with the ASX Listing Rules, the Company will disregard any votes cast on Item 4 by:
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(a) any director of the Company (except by a director who is ineligible to participate in any employee incentive scheme in relation to the Company) and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participating in an employee incentive scheme by anyone else, that person; and
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(b) any associate of those persons.
However, the Company need not disregard a vote if:
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(a) it is cast by a person referred to above as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
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(b) it is cast by the Chairman of the Meeting, as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
A vote must not be cast on Item 4 by a member of the KMP, or a closely related party of a member of the KMP, acting as proxy, if their appointment does not specify the way the proxy is to vote on Item 4. However, this voting exclusion does not apply if the member of the KMP is the Chairman of the Meeting acting as proxy and their appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if that item is connected directly or indirectly with the remuneration of a member of the KMP.
If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on Item 4, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even if Item 4 is connected directly or indirectly with the remuneration of a member of the KMP.
The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.
By order of the Board
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R W Dawkins Company Secretary 20 September 2012
EXPLANATORY NOTES
Introduction
The purpose of these Explanatory Notes is to provide shareholders with further information on the items of business to be considered at the Annual General Meeting of Super Retail Group Limited (the “ Company ”) to be held at 11.30 am (QLD time) on Monday, 22 October 2012. These Explanatory Notes form part of the accompanying Notice of Annual General Meeting and should be read together with the Notice of Annual General Meeting.
The Directors have determined that for the purposes of voting at the Annual General Meeting, shareholders will be taken to be those persons who are the registered holders of shares in the Company as at 12:00 midday (QLD time) on Saturday, 20 October 2012.
ORDINARY BUSINESS
Item 1 - Receive and consider the Financial and other Reports
In accordance with the requirements under the Corporations Act 2001 (Cwth) (“ Corporations Act ”), this item is intended to provide an opportunity for shareholders to raise questions on the reports and on the performance and management of the Company generally. No resolution is required on these reports.
Item 2 - Adoption of Remuneration Report (non-binding resolution)
The Remuneration Report for the financial year ended 30 June 2012 can be reviewed on pages 19 to 29 of the Company’s annual report. The annual report can be found at www.superretailgroup.com. The Remuneration Report sets out the remuneration policy of the Company and reports the remuneration in place for executive Directors, specified executives and non-executive Directors.
Shareholders attending the Meeting will be given a reasonable opportunity 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 described in the Remuneration Report, the Directors recommend that shareholders vote in favour of this resolution.
Under section 250R(2) of the Corporations Act, a listed entity is required to put to the vote a resolution that the Remuneration Report be adopted. Whilst the resolution must be put to a vote, the resolution is advisory only and does not bind the directors or the Company. However, if at least 25% of votes are cast against the resolution at two consecutive annual general meetings, a ‘board spill resolution’ needs to be put to shareholders. If such a ‘board spill resolution’ is passed by shareholders, the Company is required to hold a further meeting of shareholders within 90 days to consider replacing those Directors (other than the Managing Director) in office at the time the remuneration report was approved by the Board.
Item 3 - Election of a Director
Information about the candidate for election
Ms Sally Ann Pitkin Age 53
Independent Non-Executive Director for 2 years, Sally is a lawyer and a former partner of Clayton Utz. Sally is a Non-executive Director of Billabong International Limited (from March 2012). Sally is a member of the Audit and Risk Committee, Board Nomination Committee and Chair of the Human Resources and Remuneration Committee. She is a State Councillor and Deputy President of the Queensland Division of the Australian Institute of Company Directors.
The Directors (Sally Pitkin abstaining) recommend that shareholders vote in favour of this resolution.
Item 4 - Grant of Performance Rights to Mr Peter Birtles, Chief Executive Officer and Managing Director
The performance rights plan (“ PRP ”) of Super Retail Group Limited was established with the passing of an ordinary resolution at the 2009 AGM held on Wednesday, 28 October 2009. The members also approved on that date the participation in the PRP of Mr Peter Birtles, Chief Executive Officer and Managing Director.
The Board proposes to offer continued participation in the PRP to Mr Peter Birtles. The Non-Executive Directors have concluded that Mr Birtles’ new remuneration package, including the continued participation in the PRP, is reasonable and appropriate having regard to the Company’s circumstances and Mr Birtles’ duties and responsibilities.
Managing Director’s remuneration
The remuneration package for the Managing Director consists of a fixed component and short and long term incentives. The Board has determined that the mix of remuneration should be:
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40% - Fixed component in the form of salary and superannuation.
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28% - Short Term Incentive in the form of an annual bonus payment based upon the achievement of company financial and operational performance and targeted progress in strategic initiatives.
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32% - Long Term Incentive in the form of an annual grant of performance rights (“ Performance Rights ”) as dealt with by this resolution.
The value of the remuneration package is set by the Board taking into account both the performance of the Managing Director and benchmark remuneration survey data.
Details of the Managing Director’s remuneration package for the 2011/2012 year are set out in the Remuneration Report on pages 23 to 27 of the Company’s Annual Report.
Requirements for approval
Shareholder approval is sought for all purposes under the Corporations Act and the Listing Rules of the ASX for the grant of a maximum of 330,000 Performance Rights (being the aggregate of 110,000 Performance Rights which may be granted in each of the 2013, 2014 and 2015 financial years), and in consequence of the vesting of those Performance Rights, the contractual entitlement to acquire the equivalent number of shares in the capital of the Company (“ Performance Right Shares ”) by Mr Birtles, in accordance with the PRP as described below. Pursuant to ASX Listing Rules 10.11 and 10.12 (Exception 7), further shareholder approval is not required for the subsequent vesting and conversion of the Performance Rights into Performance Right Shares.
Under ASX Listing Rule 10.14, an entity must not permit a director of the entity or an associate of that director to acquire securities under an employee incentive scheme without the approval of the holders of ordinary securities of the acquisition. Accordingly, approval of Shareholders is sought for the purpose of Listing Rule 10.14 to enable the Company to make grants of Performance Rights, and subsequently issue or transfer Shares on vesting of the Performance Rights, to Mr Birtles.
The Directors (Mr Birtles abstaining) recommend that shareholders vote in favour of the issue of securities to Mr Birtles under the PRP.
Maximum number of Performance Rights
The maximum number of Performance Rights that may be granted to Mr Birtles, for which Shareholder approval under Item 4 is sought, is 330,000 Performance Rights, comprising of a maximum of 110,000 Performance Rights to be issued to Mr Birtles in each of the 2013, 2014, and 2015 financial years. Each vested Performance Right will translate into one fully paid ordinary Performance Right Share. Accordingly, the maximum number of Performance Right Shares that may be granted to Mr Birtles is 330,000.
Date by which grants of Performance Rights may be made
It is proposed that the first tranche of 110,000 Performance Rights be granted to Mr Birtles as soon as practicable following the approval of this resolution, the second tranche of 110,000 Performance Rights be granted as soon as practicable following the announcement of the results for the 2014 financial year, and the third tranche of 110,000 Performance Rights be granted as soon as practicable following the announcement of the results for the 2015 financial year and in any event, no later than 3 years from the date of this Annual General Meeting.
Price payable on grant or vesting of the Performance Rights
Mr Birtles is not required to pay any consideration for the acquisition of a Performance Right or the Performance Right becoming a vested Performance Right (i.e. the allocation of the Performance Right Shares to Mr Birtles). The Performance Rights are not transferable.
Summary of the PRP
Operation of the PRP
The PRP is designed to provide participating eligible employees (“ Participant ”) with an increased incentive to make a contribution to the long term growth and performance of the Company. The grant of Performance Rights to an eligible Participant entitles the Participant to be granted an equivalent number of Performance Right Shares upon vesting of those Performance Rights.
Performance Conditions
The vesting of the Performance Rights and the consequential allocation of the Performance Right Shares are subject to the Participant satisfying the performance conditions as set out in the PRP (the “ Performance Conditions ”). Subject to the PRP and the Board’s determination, the Performance Conditions are:
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the Company achieves:
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1.1. a 10% cumulative earnings per share growth; and
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1.2. a return on capital of more than 15%, over three (3) financial years (“ Performance Period ”) from the grant of the Performance Rights;
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the Participant remains in the employ of the Company during the relevant Performance Period;
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the Participant has not committed any fraudulent act or serious misconduct; and 4. the Participant has not requested their Performance Rights lapse.
For the Performance Rights granted in the period between:
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1 July 2012 and 30 June 2013, the Performance Period is the period between 1 July 2012 and 30 June 2015;
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1 July 2013 and 30 June 2014, the Performance Period is the period between 1 July 2013 and 30 June 2016; and
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1 July 2014 and 30 June 2015, the Performance Period is the period between 1 July 2014 and 30 June 2017.
Subject to the Board’s determination, if the Participant does not satisfy all of the Performance Conditions, then all Performance Rights issued to the Participant in relation to the relevant Performance Period shall lapse.
If the Participant achieves all of the Performance Conditions, then the Performance Rights in relation to the relevant Performance Period will vest in accordance with the following schedule:
| Time at which Performance Rights become vested Performance Rights |
Percentage of Performance Rights held by Participant that become vested Performance Rights |
|---|---|
| 3 years after the Performance Right is granted | 50% |
| 4 years after the Performance Right is granted | 25% |
| 5 years after the Performance Right is granted | 25% |
For example, if 110,000 Performance Rights were issued to the Participant for the period 1 July 2012 and 30 June 2013 and the Participant satisfied all the Performance Conditions during the relevant Performance Period (i.e. 1 July 2012 and 30 June 2015), then following the determination of the Board:
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55,000 Performance Rights would vest into Performance Right Shares on or about 1 September 2015;
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27,500 Performance Rights would vest into Performance Right Shares on or about 1 September 2016; and
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27,500 Performance Rights would vest into Performance Right Shares on or about 1 September 2017.
Transfer of Performance Rights
A Participant is not entitled to assign, transfer, sell, encumber, hedge or otherwise deal with a Performance Right except in accordance with the Trust Deed and the PRP. Presently the only exception is the provision to amend the PRP in accordance with clause 10 of the PRP.
Rights attaching to Performance Rights and Performance Right Shares
Subject to the satisfaction of the Performance Conditions, the grant of a Performance Right to a Participant entitles the Participant, on the Performance Right becoming a vested Performance Right, a right to be allocated one Performance Right Share. The Participant shall not be entitled to the rights of a Performance Right Share until the Performance Right becomes a vested Performance Right and a Performance Right Share is issued to the Participant. The Performance Right does not entitle the Participant to any dividend of a Performance Right Share until the Performance Right is vested. Further, the Performance Right does not entitle the Participant to any issue of securities other than the vesting of the Performance Right and conversion of the Performance Right into Performance Right Share, once the Performance Conditions are satisfied.
Performance Right Shares will rank pari passu with all existing shares from the date of allocation and will be entitled in full to those dividends which have a record date for determining entitlements after the date of allocation.
Quotation of Performance Right and Shares
The Performance Rights will not be quoted on the ASX. The Company will make an application to the ASX for official quotation of Performance Right Shares issued, if any, as soon as practicable after the vesting of the Performance Rights.
Limitation on issue
The number of Performance Right Shares that may be issued under the PRP, when aggregated with the number of shares issued under any of the Company’s other employee Share plans during the previous 5 years together with the number of shares which would be issued if all other offers or invitations to acquire unissued shares pursuant to any of the Company’s employee share plans were accepted or exercised, must not exceed 5% of the total number of issued shares at the time, disregarding the following:
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any share or option for a share offered or issued to a person resident outside Australia at the time of receipt of the offer or invitation;
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any offer that is an excluded offer with the meaning of the Corporations Act of any relevant ASIC class order;
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any share or option for a share offered or issued under a disclosure document or product disclosure statement; and
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any share or option for a share offered or issued by way of an offer or invitation which does not need disclosure under the Corporations Act.
Reconstruction of Capital
In the event of reconstruction of the issued ordinary capital of the Company before the vesting of a Performance Right, the number of the shares attaching to each Performance Right will be reconstructed in accordance with the formulae specified in section 9.5 of the PRP and the Listing Rules of the ASX.
Restriction Period
The Company has established a trust for the sole purpose of subscribing for or purchasing, delivering and allocating Performance Right Shares under the PRP where the Board determines that there is a restriction period for the sale and/or transfer of the Performance Right Shares.
The Board has presently determined that there is no restriction period for the sale and/or transfer of the Performance Right Shares.
If the Board later determines that a restriction period applies, then the Performance Right Shares will be held by the trustee for the Participant during the restriction period.
Whilst the Performance Right Shares are held by the trustee on trust for the Participant, the Participant is entitled to (amongst other things) receive any dividends paid on the shares of the Company (including the Performance Right Shares), any bonus shares issued as part of a bonus issue to existing shareholders, any rights to acquire shares or securities issued or to be issued by the Company (including dealings with those rights), any accretions arising from the dividend, bonus shares or rights, and voting rights in accordance with the Trust Deed. For full details of the rights attaching to the Performance Right Shares, please refer to the Trust Deed (particularly section 7) and the PRP. It should also be noted where a restriction period applies and if the Company makes a bonus issue of shares or bonus issue of other securities pro rata to holders of shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no shares have been allocated to the Participant by the trustee in relation of a Performance Right before the record date for determining entitlements to the bonus issue, then the number of the Performance Right Shares will be increased by the number of bonus shares and/or other bonus securities which the Participant would have received if the restriction period does not apply and the Performance Right Shares were held by the Participant before the record date for determining entitlements to the bonus issue.
If the Board determines that the Participant has committed or it is evident that the Participant intends to commit, any act which amounts or would amount to fraud or serious misconduct, all the Performance Right Shares held by the trustee on trust for the Participant are forfeited.
Rights Issues
If the Company makes an offer of ordinary shares (or other rights) pro rata to all or substantially all holders of shares (whether or not an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) then the number of shares (or other rights) which the Participant is entitled to acquire on vesting of the Performance Right will not be changed.
Names of all persons who received Securities under the last approval
| Name | Number of securities received | Acquisition price for each security |
|---|---|---|
| Peter Birtles | 300,000 | Nil |
Terms of any loan relating to the acquisition of Performance Right Shares
There are no loans relating to the acquisition of Performance Right Shares under the PRP.
Annual Report and Additional Participants
Details of any Performance Right Shares issued under the PRP will be published in each annual report of the Company relating to a period which the Performance Right Shares have been issued, and the report will state that approval for the issue of the Performance Rights was obtained under the ASX Listing Rule 10.14.
At the time of this Annual General Meeting, Mr Peter Birtles is the only Director eligible to participate in the PRP. Any additional persons for whom approval is required under ASX Listing Rule 10.14 is required to participate in the PRP after this resolution was approved and who were not named in the notice of meeting, those persons will not participate until approval is obtained in accordance with ASX Listing Rule 10.14.
Other information
A copy of the PRP and the Trust Deed may be obtained from the Company Secretary on (07) 3482 7520 and may be viewed at www.superretailgroup.com.au.
SUPER RETAIL GROUP LIMITED ACN 108 676 204
APPOINTMENT OF PROXY
If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.
All Proxy communications to: Super Retail Group Limited 751 Gympie Road Lawnton Queensland 4501 Facsimile (07) 3205 8467 ASX Code: SUL Email: [email protected] Website: www.superretailgroup.com
STEP 1 APPOINTMENT OF PROXY
I/We being a member(s) of Super Retail Group Limited are entitled to attend and vote hereby appoint
| A | theChairman of the meeting (mark box with an X) ORif you areNOTappointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered Security holder) you are appointing as your proxy |
|---|---|
or failing the person or body corporate named, or if no person 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 instructions (or if no directions have been given, as the proxy sees fit, subject to any voting exclusion and to the extent permitted by law) at the Annual General Meeting of the Company to be held at the Kedron Wavell Services Club, Community Centre, 375 Hamilton Road, Chermside South, Queensland at 11.30 am (QLD time) on Monday, 22 October 2012 and at any adjournment of that meeting. Proxies will only be valid and accepted by the Company if they are signed and received in the Company’s office no later than 48 hours before the meeting.
Important for Item 2 and Item 4 - If the Chairman of the Meeting is your proxy
By marking Box A, you are expressly authorising the Chairman of the Meeting to vote in accordance with the Chairman of the Meeting’s voting intentions on Item 2 and Item 4 as set out below and in the Notice of Meeting (except where you have indicated a different voting intention below), even though Items 2 and 4 are connected directly or indirectly with the remuneration of a member of the key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all available proxies in favour of Item 2 and Item 4.
If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman on how to vote by either marking the boxes in Step 2 below (for example if you wish to vote for, against or abstain from voting).
| STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
STEP 2 VOTING DIRECTIONS TO YOUR PROXY |
|---|---|---|---|---|---|---|
| To direct your proxy how to vote on any resolution please mark with an | X | in the appropriate box below | ||||
| ORDINARYBUSINESS Item 2 Adoption of Remuneration Report (non-binding resolution) Item 3 To re-elect Ms S A Pitkin as a director Item 4 Approval of grant of Performance Rights to Mr Peter Birtles *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf your voteswill not be countedincomputing therequiredmajority ona poll. |
For Against Abstain* on a show of hands or on a poll and |
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| STEP 3 | SIGNATURE OF SECURITY HOLDERS – THIS MUST BE COMPLETED | |||||
| Individual or Security holder 1 Sole Director and Sole Company Secretary |
Joint Security holder 2 (Individual) Director/Company Secretary (delete one) |
Joint Security holder 3 (Individual) Director |
This form should be signed by the security holder. If a joint holding, all of the security holders should sign. If signed by the security holder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the security holder’s constitution and the Corporations Act 2001 (Cwlth).
Refer to the reverse for instructions on completing this form.
How to complete this Proxy Form
1. Your Name and Address
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Security holders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.
2. Appointment of Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the Company.
3. Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be noted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses (subject to any voting exclusion). If you mark more than one box on an item your vote on that item will be invalid.
4. Appointment of a Second Proxy
You may appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, you will need an additional form and may copy this form for this purpose. To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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(b) return both forms together in the same envelope.
5. Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all of the security holders should sign.
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Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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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, indicating the office held by signing in the appropriate place.
6. Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting being 11.30 am (QLD time) Saturday, 20 October 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged using the reply paid envelope or:
by delivery to the Registered Office of Super Retail Group Limited being 751 Gympie Road, Lawnton, Queensland 4501 Australia or by facsimile (07) 3205 8467.
7. Personal Information
Super Retail Group Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a security holder (including your name and address and details of the securities you hold) to be included on the public register of the entity in which you hold securities. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting Link Market Services Limited on 1800 170 502 or 02 8280 7323. Our privacy policy is available on our website (www.superretailgroup.com).