Globe International : 23/09/16 - Notice of General Meeting 2016

Notice of General Meeting

GLOBE INTERNATIONAL LTD ABN 65 007 066 033

Notice is hereby given that a General Meeting ("spill meeting") of shareholders of GLOBE INTERNATIONAL LIMITED ("the Company") will be held at the Company's registered office at 1 Fennell Street , Port Melbourne, Victoria on Wednesday, 26 October 2016 commencing at 2.30 pm AEDT. Shareholders should note that this spill meeting will only be held in the event the spill resolution has been passed by shareholders at the Company's 2016 Annual General Meeting. If the spill resolution is not passed this spill meeting will not be held. This Notice of General Meeting must be read in conjunction with the Notice of the 2016 Annual General Meeting enclosed. Also see Explanatory Note 5 below in relation to the background to this spill meeting.

AGENDA

1. Re-election of Mr Paul Isherwood as a director of the Company

   To consider, and if thought fit pass the following resolution as an ordinary resolution:

   "That Mr Paul Isherwood, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re-elected as a director of the Company".

   Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 6.

2. Re-election of Mr Peter Hill as a director of the Company

   To consider, and if thought fit pass the following resolution as an ordinary resolution:

   "That Mr Peter Hill, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re- elected as a director of the Company".

   Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 6.

3. Re-election of Mr Stephen Hill as a director of the Company

To consider, and if thought fit pass the following resolution as an ordinary resolution:

"That Mr Stephen Hill, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth), being eligible, be re- elected as a director of the Company".

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 6.

By order of the Board

Gerhard Correa Company Secretary

Melbourne, 23 September 2016

EXPLANATORY NOTES

1. VOTING

   Ordinary resolutions require the support of more than 50% of those shareholders voting in person, by proxy, representative or attorney.

   Every resolution will be decided in the first instance by a show of hands. A poll may be demanded in accordance with the Company's constitution.

   On the show of hands, every shareholder who is present in person or by proxy, representative or attorney, will have one vote.

2. VOTING ENTITLEMENT

   The directors of the Company have determined that, for the purpose of voting at the spill meeting, shares will be taken to be held by the registered holder at 7.00pm AEDT, on Monday 24 October 2016.

3. PROXIES

   In accordance with section 249L of the Corporations Act 2001 (Cth):

   • A shareholder who is entitled to attend and vote at the Annual General Meeting ("AGM") may appoint a proxy. A proxy can be either an individual or a body corporate.

     Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

     • appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

     • provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

       If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

   • If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the shareholder's voting rights that each proxy may exercise, each proxy may exercise half of the shareholder's votes.

   • A proxy need not be a shareholder.

     The proxy form (and, if the appointment is signed by the appointer's attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company's share registry, Link Market Services Limited, by 2.30 pm AEDT on Monday, 24 October 2016.

     The completed proxy form may be:

     Mailed/delivered to the Company's share registry, Link Market Services Limited at: Street Address:

     Level 12, 680 George Street

     SYDNEY NSW 2000

     Postal Address: Locked Bag A14

     SYDNEY SOUTH NSW 1235

     Faxed to Link Market Services Limited on Fax: [phone] Lodged online at www.linkmarketservices.com.au

4. CORPORATE REPRESENTATIVES

   A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001(Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth). The Certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The Company will retain the certificate.

5. BACKGROUND TO THE SPILL MEETING

   Under the "two strikes" legislation which came into effect on 1 July 2011, if at least 25% of the votes cast on the adoption of the remuneration report of the Company at two consecutive AGMs are against the adoption of the remuneration report, the Company must put to the shareholders a "spill resolution" at the second AGM. If the spill resolution is passed, the Company must hold another general meeting of shareholders ("spill meeting') within 90 days of the passing of the resolution. All the directors of the Company who were directors of the Company when the directors' report (including the remuneration report) was being considered at the second AGM, cease to hold office immediately before the end of the spill meeting and resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting must be put to the vote.

   At the Company's 2015 AGM, more than 25% of the votes were cast against the adoption of the 2015 remuneration report. If at the 2016 AGM (due to be held immediately before the spill meeting), 25% or more of the votes cast are against the adoption of the 2016 remuneration report, shareholders will be required to vote on a resolution on whether a further general meeting of the Company will be convened at which all of the Company's directors must stand for re-election should they wish to continue as directors of the Company, being the spill resolution.

   Please see the accompanying Notice of 2016 AGM for further information regarding the spill resolution and spill meeting.

   This spill meeting will only take place if the spill resolution is passed at the 2016 AGM. If the spill resolution is not required to be voted on, or is not passed at the 2016 AGM, the resolutions proposed to be voted on at this meeting are not required and will be withdrawn. If the spill resolution is passed, each of the Company's current directors who were in office when the directors resolved to approve the remuneration report was passed (being Mr Paul Isherwood, Mr Peter Hill and Mr Stephen Hill) will cease to hold office immediately before the end of the spill meeting. Those directors elected or re-elected at the spill meeting will commence to hold office at the end of the spill meeting.

   If a director is re-elected in these circumstances the Act provides that the term of office of the director will not be affected and directors will be subject to retirement and re-election at an AGM of the company as if the cessation and appointment at the spill meeting had not occurred.

   There is no voting exclusion applicable to the resolutions to be put to the spill meeting.

   The Chair intends to vote all undirected proxies on, and in favour of all the proposed resolutions in Items 1 to 3.

   Mr Peter Hill and Mr Stephen Hill who are the founders and major shareholders of the Company and who collectively hold 60.2% of the Company's issued share capital as at the date of this notice of meeting have advised the Company that it is their intention to vote in favour of the resolutions in Items 1 to 3.

   Shareholders should note that if sufficient resolutions are not passed with a 50% majority, then in the absence of any other consideration there is potential that the entire existing board be removed from office and the company would have no directors at all. Under the Corporations Act, however, a public company such as Globe International Limited must have a minimum of three directors at all times. To avoid the possibility that this may not be the case, the Corporations Act provides that in the event that resolutions under the spill meeting appointing at least 3 directors are not passed with a 50% majority then the unsuccessful nominees with the highest proportion of favourable votes will be appointed as directors, to make up the minimum number of three directors required under the Corporations Act.

6. INFORMATION ABOUT THE CANDIDATES TO BE RE- ELECTED AS DIRECTORS

Mr Paul Isherwood AO

Paul Isherwood was appointed to the board of directors in March 2001 and elected Chairman in March 2003. Paul is an experienced company director with a strong finance and accounting background and extensive corporate governance experience across different industry sectors, mostly with listed companies. He has proven leadership skills from a career with Coopers & Lybrand that spanned 38 years. He held the position of National Chairman and Managing Partner of Coopers & Lybrand (Australia) from 1985 to 1994 and served on the International Board and Executive Committee of the firm from 1985 to 1994. More recently, Paul was Chairman of the Australand Property Group which he joined as a Non - Executive Director in December 2005. Paul resigned from the Australand Property Group following the delisting of the Group from the Australian Securities Exchange (ASX) in November 2014.

Recommendation: Other than Mr Paul Isherwood, the Board strongly recommends that shareholders vote in favour of the re-election of Mr Paul Isherwood.

Mr Peter Hill

Peter Hill co-founded Globe in 1984 and maintains a significant shareholding in the business. He is a major contributor to the strategic market direction and brand development of the business with a particular emphasis on Asian sourcing and distribution where he is based. Peter is a former skateboarding champion and maintains an extensive interest in extreme action sports and motorsports.

Recommendation: Other than Mr Peter Hill, the Board strongly recommends that shareholders vote in favour of the re-election of Mr Peter Hill.

Mr Stephen Hill

Stephen Hill co-founded Globe in 1984, remains a shareholder in the business, and has expertise in the development of growth initiatives, brand development and market positioning strategies for the Company. Stephen is a former skateboarding champion and remains an active skateboarder, snowboarder and surfer.

Recommendation: Other than Mr Stephen Hill, the Board strongly recommends that shareholders vote in favour of the re-election of Mr Stephen Hill.