AUSTRALIAN POWER AND GAS COMPANY LTD. 
By Sydney, 16 September 2013
Australian Power and Gas Company Limited (ASX: APK) is pleased to announce that it has been informed by AGL Energy Limited and APG Holdings Pty Limited (AGL) that as at 13 September 2013
AGL had received acceptances exceeding 50 percent of the voting shares in Australian Power & Gas.
As indicated by AGL in its announcement on 12 September 2013, AGL intended to exercise its right
to appoint a majority of directors to the APK Board promptly following its voting power exceeding 50 percent.
Australian Power & Gas advises that Mr Michael Hogg and Mr Shinji Wada have resigned as non- executive directors effective immediately, pursuant to the requirements of the Bid Implementation Agreement. As required under the Constitution of APK, Mr Richard Davison ceases his position as alternate director for Mr Hogg effective immediately.
The following executives of AGL have today been appointed as non-executive directors of APK, Mr Brett Redman (Chief Financial Officer of AGL), Mr Paul McWilliams (Company Secretary of AGL) and Mr John Hobson (Head of Capital Markets of AGL).
Commenting on this, Australian Power & Gas Chairman Ian McGregor said: "On behalf of the Company, I would like to thank Michael Hogg, Shinji Wada and Richard Davison for their service to APK as non-executive directors. Each have represented the shareholders with dedication and valuable insight and experience in growing APK to its position today. I look forward to working with the newly appointed directors of APK as AGL finalises its share and option offer."
In addition to the above changes, Mr James Myatt, Managing Director and Chief Executive Officer of
APK ceases his employment and directorship with the Company effective immediately.
Mr McGregor continues: "James Myatt has been with APK since its inception in 2006, as chief executive officer and one of the founders. I would like to thank James for his dedicated service first as CEO, and later as Managing Director, in growing APK to be one of Australia's leading independent ASX-listed energy retailer."
As part of these changes, Mr Warren Kember (APK's current Chief Financial Officer) has been appointed as Interim Chief Executive Officer.
Further to Listing Rule 3.16.4, attached as an Appendix is a summary of Remuneration of Mr
Kember.
Appendix 3X and 3Z announcement for the relevant directors will be made separately to this announcement.
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For further information please contact:Warren Kember
Australian Power & Gas
02 8908 2700
Ronn Bechler
Market Eye
03 9591 8901
Information Line - Share and Option Offers
1800 705 748 (within Australia)
+61 2 8256 3386 (outside Australia)
About Australian Power and Gas:
Australian Power and Gas Company Limited (ASX: APK) is Australia's leading independent ASX-listed energy retailer. It holds a full suite of gas and electricity retail licences in Victoria, New South Wales, ACT, South Australia and Queensland and has been approved to operate by AEMO, the Australian Energy Market Operator. Australian Power and Gas was announced as the fastest starting company in the 2011 Business Review Weekly Annual Fast Starters List for a second year in a row, and was placed first on the Business Review Weekly Fast100 list for 2010.
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Appendix Summary of Remuneration of Mr Warren Kember
The following sets out a summary of Mr Kember's Executive Employment Agreement for the position of Interim Chief Executive Officer (ICEO) and Chief Financial Officer for Australian Power and Gas Company Limited (APK). Other than undertaking additional duties, Mr Kember's Employment Agreement remains unchanged from previously.
The key terms of Mr Kember's remuneration are:
Base remuneration: $333,414
Short term incentive : The Board is currently reviewing the short term incentive arrangements for Mr Kember and other employees.
Long term incentive: No new incentive arrangements will be provided by virtue of undertaking this role.
Restraint post employment: For up to 12 months following the termination of employment, Mr Kember must not approach any customer or employee to entice them to discontinue their relationship with the Group.
Termination The Employment Agreement can be terminated by either party with six months notice. The Company may elect to make a payment in lieu of notice being provided. In the event of a change in control event and the duties or responsibilities of Mr Kember are reduced, an amount is then payable equal to the balance payable for the remaining term of the contract, subject to a minimum of 12 months.
The Group may terminate Mr Kember's employment in the
following circumstances:
