Bank of Queensland : BOQ 2017 Annual General Meeting - Results

Bank of Queensland Limited

ABN 32 009 656 740

100 Skyring Terrace, Newstead 4006

GPO Box 898, Brisbane 4001

Telephone [phone]

Facsimile [phone]

www.boq.com.au

Michelle Thomsen, Company Secretary

30 November 2017

ASX Limited

Markets Announcements Office

Annual General Meeting 2017 - Resolutions

The Bank's Annual General Meeting of members was held today, 30 November 2017.

The following resolutions were considered at the meeting and passed by the requisite majorities:

Resolutions decided on poll

Resolution 2(a) Resolved to re-elect Mr Roger Davis as a Director. Resolution 2(b) Resolved to re-elect Ms Michelle Tredenick as a Director. Resolution 2(c) Resolved to re-elect Ms Margaret Seale as a Director.

Resolution 2(d) Resolved to re-elect Mr Bruce Carter as a Director.

Resolution 3 Resolved:

That approval be given for all purposes under the Corporations Act 2001 (Cth) and the ASX Listing Rules, including ASX Listing Rule 10.14, for the grant of 99,239 Performance Award Rights to the Managing Director & Chief Executive Officer of the Company, Mr Jon Earle Sutton, in accordance with the terms of the BOQ Award Rights Plan and as described in Item 3 in the Explanatory Statement.

Resolution 4 Resolved:

That issues of shares under the BOQ Employee Share Plan, as described in the Explanatory Statement, be approved as an exception to ASX Listing Rule 7.1 pursuant to Exception 9 in Listing Rule 7.2.

Resolution 5 Resolved:

That issues of shares under the BOQ Restricted Share Plan, as described in the Explanatory Statement, be approved as an exception to ASX Listing Rule 7.1 pursuant to Exception 9 in ASX Listing Rule 7.2.

Resolution 6 Resolved:

That issues of Award Rights under the BOQ Award Rights Plan, as described in the Explanatory Statement, be approved as an exception to ASX Listing Rule 7.1 pursuant to Exception 9 in ASX Listing Rule 7.2.

Resolution 7A Resolved:

That the conduct, terms and conditions of the First Selective Buy-Back Scheme in relation to the Convertible Preference Shares issued by the Company on 24 December 2012, as described in the Explanatory Statement, be approved.

Resolution 7B Resolved:

That the conduct, terms and conditions of the Second Selective Buy-Back Scheme in relation to the Convertible Preference Shares issued by the Company on 24 December 2012, as described in the Explanatory Statement, be approved.

Resolution 8 Resolved:

That the Remuneration Report for the financial year ended 31 August 2017, be adopted.

A summary of proxy votes is attached.

Michelle Thomsen General Counsel & Company Secretary

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

Manner in which the securityholder directed the proxy vote (as at proxy close):				Manner in which votes were cast in person or by proxy on a poll (where applicable)
Resolution		Votes For	Votes Against	Votes Discretionary	Votes Abstain	For	Against	Abstain **
2A	RE-ELECTION OF MR ROGER DAVIS AS A	176,336,634	1,110,599	4,304,996	506,959	181,315,790	1,129,385	513,848
DIRECTOR	99.38%					0.62%
2B	RE-ELECTION OF MS MICHELLE TREDENICK AS A	176,717,429	727,412	4,310,612	503,735	181,659,711	784,942	514,370
DIRECTOR	99.57%					0.43%
2C	RE-ELECTION OF MS MARGARET SEALE AS A	175,076,725	2,389,607	4,333,354	459,502	180,083,618	2,410,130	465,275
DIRECTOR	98.68%					1.32%
2D	RE-ELECTION OF MR BRUCE CARTER AS A	176,299,522	1,110,489	4,347,856	501,321	181,319,304	1,128,180	501,321
DIRECTOR	99.38%					0.62%
3	GRANT OF PERFORMANCE AWARD RIGHTS TO	171,829,304	5,297,853	4,318,180	809,851	176,472,749	5,401,821	850,632
THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER	97.03%					2.97%
4	APPROVAL OF FUTURE ISSUANCES UNDER THE	172,969,420	3,986,176	4,474,714	826,496	177,830,977	4,039,324	856,519
BOQ EMPLOYEE SHARE PLAN	97.78%					2.22%
5	APPROVAL OF FUTURE ISSUANCES UNDER THE	172,011,808	4,576,917	4,720,966	949,497	177,105,909	4,636,718	986,575
BOQ RESTRICTED SHARE PLAN	97.45%					2.55%
6	APPROVAL OF FUTURE ISSUANCES UNDER THE	171,828,791	4,919,911	4,500,852	1,009,634	176,694,599	4,975,759	1,056,142
BOQ AWARD RIGHTS PLAN	97.26%					2.74%

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

Manner in which the securityholder directed the proxy vote (as at proxy close):				Manner in which votes were cast in person or by proxy on a poll (where applicable)
Resolution		Votes For	Votes Against	Votes Discretionary	Votes Abstain	For	Against	Abstain **
7A	THAT THE CONDUCT, TERMS AND CONDITIONS	131,318,736	1,005,069	4,919,641	44,583,003	136,869,409	1,049,384	44,606,106
OF THE FIRST SELECTIVE BUY-BACK SCHEME IN RELATION TO THE CONVERTIBLE PREFERENCE	99.24%					0.76%
SHARES ISSUED BY THE COMPANY ON 24
DECEMBER 2012, AS DESCRIBED IN THE
EXPLANATORY STATEMENT, BE APPROVED.
7B	THAT THE CONDUCT, TERMS AND CONDITIONS	130,963,383	1,030,233	5,368,076	44,508,960	136,972,811	1,070,767	44,525,524
OF THE SECOND SELECTIVE BUY-BACK SCHEME IN RELATION TO THE CONVERTIBLE PREFERENCE	99.22%					0.78%
SHARES ISSUED BY THE COMPANY ON 24
DECEMBER 2012, AS DESCRIBED IN THE
EXPLANATORY STATEMENT, BE APPROVED.
8	REMUNERATION REPORT	172,304,073	3,668,243	5,024,373	1,262,499	177,669,054	3,734,121	1,336,291
						97.94%	2.06%

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item