OROTONGROUP LIMITED Annual General Meeting of OrotonGroup Limited (the Company) will be held at 11:00 am on Friday, 27 November 2015 at the Hilton Sydney
Level 2, Room 4,
488 George Street, Sydney NSW 2000
OrotonGroup Limited ABN 14 000 038 675 ACN 000 038 675
Notice is given that the 2015 Annual General Meeting of OrotonGroup Limited ABN 14 000 038 675 (the Company) will be held at 11:00 am on Friday, 27 November 2015 at the Hilton Sydney, Level 2, Room 4, 488 George Street, Sydney NSW 2000
This Notice should be read in conjunction with the accompanying Explanatory Memorandum. A proxy form accompanies this Notice.
CONSIDERATION OF REPORTSTo receive and consider the Financial Report, the Directors' Report and the Independent Audit Report of the Company and its controlled entities for the financial year ended 25 July 2015.
Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
'That the Company's Remuneration Report for the year ended 25 July 2015 (set out in the Directors' Report) be adopted.'
Note:
The vote on this resolution is advisory only and does not bind the Directors or the Company.
The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.
If 25% or more of votes cast are 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 that another meeting be held within 90 days at which all of the Directors (other than the managing director) must stand for re-election.
The Chairman of the meeting intends to vote all available proxies in favour of this resolution.
Resolution 2 - Re-election of Director J Will Vicars
To consider and, if thought fit, pass the following as an ordinary resolution of the Company: 'That J Will Vicars be re-elected as a Director of the Company.'
The Chairman of the meeting for this item of business intends to vote all available proxies in favour of this resolution.
Resolution 3 - Election of Director Maria Martin
To consider and, if thought fit, pass the following as an ordinary resolution of the Company: 'That Maria Martin be elected as a Director of the Company.'
The Chairman of the meeting for this item of business intends to vote all available proxies in favour of this resolution.
Resolution 4 - Approval of Grant of Performance Rights to Mark Richard Newman
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
'That for all purposes, including for the purposes of ASX Listing Rule 10.14.1 and Section 260C(4) of the Corporations Act, approval is given for:
the grant of up to 135,983 Performance Rights to Mark Richard Newman, and,
subject to vesting of those Performance Rights, for the issue and acquisition of up to 135,983 Shares, by Mark Richard Newman,
under the Scheme and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.'
The Chairman of the meeting intends to vote all available proxies in favour of this resolution.
VOTING EXCLUSION STATEMENTResolution 1 - Remuneration Report
The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:
a member of the Key Management Personnel as disclosed in the Remuneration Report; and
a Closely Related Party of those persons,
However, the Company need not disregard a vote if it is cast:
as proxy for a person entitled to vote in accordance with a direction on the proxy form; or
by the Chairman of the meeting under the authority on the proxy form.
Resolutions 4 - Approval of Grant of Performance Rights to Mark Richard Newman
The Company will disregard any votes cast on Resolution 4:
by Mr Newman (being the only Director eligible to participate in any of the Company's employee incentive schemes), and any of his associates; or
as a proxy by a member of the Key Management Personnel, or any of their Closely Related Parties. However, the Company need not disregard a vote if it is cast:
as proxy for a person entitled to vote in accordance with a direction on the proxy form; or
by the Chairman of the meeting under the authority on the proxy form.
For clarity, Key Management Personnel (excluding Mr Newman and his associates) are able to vote in their own capacity on Resolution 4.
Dated: 26 October 2015
BY ORDER OF THE BOARD
Vanessa De Bono Company Secretary
NOTESProxies
If you are a Shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with Section 250D of the Corporations Act to exercise its powers as proxy at the AGM.
If you are entitled to cast two or more votes, you may nominate one or two persons to vote on your behalf at the AGM. If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of your votes.
Fractions of votes resulting from the appointment of proxies will be disregarded. If no such number or proportion is specified, each proxy may exercise half your votes. A proxy form and a reply paid envelope have been included for members with the Notice. Proxy voting instructions are provided on the back of the proxy form.
Key Management Personnel and their Closely Related Parties (other than the Chairman) with proxy appointments that do not contain a direction must not vote those proxy appointments on Resolutions 1 or 4.
A proxy need not be a holder of Company shares. If you wish to direct a proxy how to vote on any resolution, place a mark (e.g. a cross) in the appropriate box on the proxy form and your votes may only be exercised in that manner. You may split your voting direction by inserting the number of shares or percentage of shares that you wish to vote in the appropriate box.
Proxy Delivery
Proxies given by post, fax, delivery or online must be received by the Company's share registry, Link Market Services Limited, by no later than 11.00 am (Sydney time) on 25 November 2015 being 48 hours before the AGM:
By post: Link Market Services Limited Locked Bag A14
Sydney South NSW 1235
By facsimile: In Australia 02 9287 0309
From outside Australia 61 2 9287 0309
By delivery: Link Market Services Limited
1A Homebush Bay Drive, Rhodes, NSW, 2138 or
Level 12, 680 George Street, Sydney, NSW, 2000
Online: www.linkmarketservices.com.au
Any revocations of proxies must be received at one of these places before the commencement of the meeting, or at the registration desk on the day of the meeting until the commencement of the meeting.
Power of Attorney
If a member has appointed an attorney to attend and vote at the meeting, or if the proxy is signed by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Company's share registry, Link Market Services Limited, at the address or fax number in section 2 above, by no later than 11.00 am (Sydney time) on 25 November 2015 being 48 hours before the AGM, unless the power of attorney has been previously lodged with the Company's share registry for notation and has not expired or otherwise been revoked.
Corporate Representatives
If a corporate member wishes to appoint a person to act as its representative at the meeting, that person should be provided with a letter or certificate authorising him or her as the company's representative (executed in accordance with its constitution) or with a copy of the resolution appointing the representative, certified by a secretary or director of the company. A form of certificate may be obtained from the Company's share registry.
Members Eligible to Vote
In accordance with Reg. 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on 25 November 2015 will be entitled to attend and vote at the meeting as a Shareholder.
Voting at the Meeting
An ordinary resolution will be passed where more than 50% of the eligible votes cast are in favour of it.
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