COLLINS FOODS LIMITED Notice of Annual General Meeting
COLLINS FOODS LIMITED
ABN 13 151 420 781
Notice is given that Collins Foods Limited (the 'Company') will hold its 2014 Annual General Meeting at 10.00am (Brisbane time) on Wednesday, 3 September 2014 at
16-20 Edmondstone Street, Newmarket, Queensland.
Business
1. Financial and other Reports
To receive and consider the Financial Report, Directors' Report and Independent Auditor's Report of the Company and its controlled entities for the financial period ended
27 April 2014.
2. Re-election of Director - Russell Tate
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To re-elect as a Director of the Company, Russell Tate who, being a Director of the Company, retires and, being eligible, offers himself for re-election."
3. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following as an ordinary resolution:
"That the Remuneration Report (which forms part of the Directors' Report) in respect of the period ended
27 April 2014 be adopted."
Note: This resolution is advisory only and does not bind the Directors or the Company.
Voting exclusions
The Company will disregard any votes cast on item 3 by any member of Key Management Personnel (details of whose remuneration are included in the Remuneration Report) and any closely related party of such a member (such as close family members or a company the person controls.
However, the Company will not disregard a vote if it is:
- cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
- cast by the person chairing 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.
Please refer to the Undirected and Directed Proxies section for important information about the appointment of proxies in relation to Item 3.
Additional Information
The Explanatory Notes and Voting Notes sections of this Notice of Meeting provide further information on each of the items of business and voting entitlements and methods.
By Order of the Board
Frances Finucan Company Secretary Dated: 25 July 2014
1 Collins Foods Limited Notice of Annual General Meeting 2014
Explanatory Notes
COLLINS FOODS LIMITED
ABN 13 151 420 781
The following Explanatory Notes have been prepared for the information of shareholders in relation to the business to be conducted at the Company's 2014 Annual General Meeting.
The purpose of these Explanatory Notes is to provide shareholders with information they reasonably require to decide how to vote upon the resolutions. The Board
recommends that shareholders read these Explanatory Notes before determining how to vote on a resolution.
Item 1 - Financial and Other Reports
The Financial Report, Directors' Report and Auditor's Report for the Company for the year ended 27 April 2014 will be tabled at the meeting.
There is no requirement for shareholders to approve these reports. The Chairman of the meeting will, however, allow a reasonable opportunity for shareholders to ask questions on the reports and management of the Company at the meeting.
Shareholders will also be given a reasonable opportunity to ask a representative of the Company's Auditor, PricewaterhouseCoopers (PwC), questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.
The Company's 2014 Annual Report is available on the
Company's website: www.collinsfg.com.au.
Item 2 - Re-election of Director - Russell Tate
The Company's Constitution and the Listing Rules require that Directors must not hold office for more than three years without re-election (rotation requirements). The Company's Constitution further requires that one Director (excluding Directors appointed by the Board during the year), must
retire and offer themselves for re-election at an annual general meeting.
Accordingly, Russell Tate retires from office and offers himself for re-election.
Russell Tate
Chairman, Independent Non-Executive Director Russell is the Chairman of the Board of Directors of Collins Foods Limited and a member of the Company's Audit and Risk Committee and Remuneration and Nomination Committee.
Russell has over 30 years' experience in senior executive
and consulting roles in marketing and media. Russell was an Executive Director of ASX listed STW Communications Group Limited from its IPO (as John Singleton Advertising) in 1994 to
2008 and also Group Managing Director/CEO from 1997 until
2006. He was Executive Chairman from 2006 to 2008 and
Deputy Chairman from 2008 to 2011.
Russell was appointed Executive Chairman of ASX listed Macquarie Radio Network Limited in 2009, a position he still holds. He is also Chairman of Central Coast Stadium Limited.
Board Recommendation:
The Board (with Russell Tate abstaining) recommends that shareholders vote in favour of the re-election of Russell Tate.
The Chairman of the meeting intends to vote all available proxies in favour of the re-election of Russell Tate.
Item 3 - Adoption of Remuneration Report The Corporations Act requires that a resolution that the Remuneration Report be adopted must be put to the vote at
the Company's Annual General Meeting.
The Remuneration Report for the financial period ended
27 April 2014 is set out on pages 20 to 28 of the 2014
Annual Report, which can be found on the Company's website (www.collinsfg.com.au).
The Remuneration Report outlines the remuneration framework and remuneration arrangements in place for Directors and Key Management Personnel of the Company and its controlled entities, detailing:
- the principles and objectives underlying the remuneration framework;
- specified details of the components of Directors' and senior executives' remuneration, including performance conditions; and
- the relationship between remuneration structures and
Company performance.
It is noted that the shareholder vote on the Remuneration Report is advisory only and does not bind the Directors or the Company.
However, the Corporations Act now provides for a
"two strikes rule" in relation to voting on the Remuneration Report. In summary, the rule gives shareholders the opportunity to require a general meeting to be held to re-elect the Board if the Remuneration Report receives two "strikes"
(at least 25% of the votes cast on the resolution are against adoption) at two consecutive annual general meetings.
Board Recommendation:
Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that shareholders vote in favour of adopting the Remuneration Report.
2 Collins Foods Limited Notice of Annual General Meeting 2014
The Chairman of the meeting intends to vote all available proxies in favour of the adoption of the Remuneration Report.
VOTING NOTES
Voting Entitlement
The Company has determined that, for the purpose of voting at the Annual General Meeting, all shares in the Company
will be taken to be held by those persons recorded in the Company's Register of Members as at 7.00pm (Sydney time) on 1 September 2014.
Methods of Voting
Ordinary shareholders can vote in the following ways:
- By attending the meeting and voting either in person or by attorney or in the case of corporate shareholders by corporate representative;
- By appointing a proxy to vote on their behalf using the proxy form enclosed with this Notice of Meeting; or
- Online at Computershare Investor Services' website:
www.investorvote.com.au.
Attending the Meeting
If you attend the meeting, please bring your personalised proxy form with you. The bar code at the top of the form will assist with your registration. If you do not bring your form with you, you will still be able to attend the meeting but representatives from Computershare Investor Services will need to verify your identity. You will be able to register from 9.00am (Brisbane time) on the day of the meeting.
Corporate Shareholders
Corporate shareholders who wish to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the Company's representative. The authorisation may be effective either for this meeting only or for all meetings of the Company.
Shareholders can also download and complete the "Appointment of Corporate Representative" form from Computershare Investor Services' website.
Voting by Proxy
If you are entitled to attend and vote at the meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and may be an individual or a body corporate. A personalised proxy form is enclosed with this Notice of Meeting.
If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of
the votes. If you require a second proxy form, please contact Computershare Investor Services on 1300 458 215 (within Australia) or +61 3 9415 4245 (outside Australia).
If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item by marking the appropriate boxes on the proxy form.
Lodgement of Proxy Forms
Completed proxy forms can be lodged:
- Online - at Computershare Investor Services' website: www.investorvote.com.au. Please note that you will be taken to have signed your proxy form if you lodge your votes via the registry's website.
- By Mail - Collins Foods Limited
c/- Computershare Investor Services Pty Ltd
GPO Box 242
Melbourne Vic 3001
- By Facsimile 1800 783 447 (within Australia)
or + 61 3 9473 2555
- By Hand to Computershare Investor Services,
117 Victoria Street, West End Qld 4101
Your completed proxy form (and any necessary supporting documentation) must be received by Computershare Investor Services no later than 10.00am (Brisbane time) on
1 September 2014, being 48 hours before the commencement of the meeting.
If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by Computershare Investor Services by 10.00am (Brisbane time) on 1 September 2014.
If you appoint a proxy, you may still attend the meeting. However, your proxy's rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the meeting.
Undirected and Directed Proxies
If you appoint the Directors or executives identified as Key Management Personnel (excluding the Chairman) as your proxy, you should direct your proxy how to vote in respect of item 3 (Remuneration Report) if you want your shares to
be voted on this item, as these parties will be unable to vote undirected proxies.
The Chairman of the meeting will be authorised to exercise undirected proxies on all items.
Collins Foods Limited Notice of Annual General Meeting 2014 3
Glossary of terms
COLLINS FOODS LIMITED
ABN 13 151 420 781
Annual Report means the annual report of the
Company for the year ended
27 April 2014.
ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires.
Board the board of Directors of the
Company.
Company Collins Food Limited ACN 151 420 781.
Corporations Act Corporations Act 2001 (Cth).
Directors the directors of the Company from time to time (each a Director).
Key Management a person having authority and
Personnel responsibility for planning, directing and controlling the activities of the Company and its subsidiaries, directly or indirectly, including any Director (whether executive or otherwise) of
the Company or any of its subsidiaries.
Listing Rules the official listing rules of ASX.
Remuneration means the section of the Directors'
Report report contained in the annual financial report of the Company for the year ended 27 April 2014 entitled "Remuneration Report" dealing with remuneration of Directors and Key Management Personnel.
Shares fully paid ordinary shares in the capital of the Company (each a Share).
4 Collins Foods Limited Notice of Annual General Meeting 2014
*S000001Q01*
ACN 151 420 781
T 000001 000 CKF
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote:
Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call: (within Australia) 1300 458 215 (outside Australia) +61 3 9415 4245
Proxy Form
Vote and view the annual report onlineGo to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.
Your access information that you will need to vote:Control Number: 999999
SRN/HIN: I9999999999
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
For your vote to be effective it must be received by 10.00am (AEST) Monday, 1 September 2014
How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or
100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
Signing Instructions for Postal Forms Individual: Where the holding is in one name, the securityholder must sign.Joint Holding: Where the holding is in more than one name, all of
the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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. Please sign in the appropriate place to indicate the office held. Delete titles
as applicable.
Attending the MeetingBring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
GO ONLINE TO VOTE,
or turn over to complete the form
Samples/000001/000001/i
MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the
correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise
your broker of any changes.
I 9999999999
I N D
Proxy Form Please mark to indicate your directions
STEP 1
Appoint a Proxy to Vote on Your Behalf XXI/We being a member/s of Collins Foods Limited hereby appoint
the Chairman OR
of the Meeting
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual 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 directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Collins Foods Limited to be held at 16-20 Edmondstone Street, Newmarket, Queensland 4051 on Wednesday, 3 September 2014 at 10.00am (AEST) and at any adjournment or postponement of that Meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.
STEP 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
2 Re-election of Director - Russell Tate
3 Adoption of Remuneration Report
The Chairman of the Meeting intends to vote all available proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement may be made.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Name
Contact
Daytime / /
Telephone Date
C K F 0 4 0 9 1 4 A
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