Bank of Queensland Limited
ABN 32 009 656 740
100 Skyring Terrace, Newstead 4006
GPO Box 898, Brisbane 4001
Telephone (07) 3212 3333
Facsimile (07) 3212 3409
www.boq.com.au
Michelle Thomsen, Company Secretary30 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 pollResolution 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 SecretaryAs 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
Bank of Queensland Limited published this content on 30 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 November 2017 04:11:10 UTC.
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