EXPLANATORY NOTES
Resolution 6
Thomas Pockett
CA, BCom
Tom Pockett was appointed as a Director
of IAG effective 1 January 2015.
Other business and market experience
Tom is a non-executive director of
Stockland Corporation Limited, a director
of Sunnyfield Independence Association
and of O’Connell St Associates. He
previously spent over 11 years as Chief
Financial Officer and over seven years
as Finance Director with Woolworths
Limited, and retired from those roles in
February 2014 and July 2014 respectively.
He remains a director of ALH Group Pty
Ltd, Hydrox Holdings Pty Ltd and The
Quantium Group Holdings Pty Limited.
Tom has also held senior finance roles
at the Commonwealth Bank, Lend Lease
Corporation and Deloitte.
Directorships of other listed companies
in the last three years:
■
■
Stockland Corporation Limited,
since 1 September 2014.
■
■
Woolworths Limited (2006 to 2014).
What do the Directors Recommend?
The Directors (other than Thomas Pockett)
recommend that you vote “For”
the Resolution.
Resolution 7
Jonathan (Jon) Nicholson
BA
Jon Nicholson was appointed as a Director
of IAG effective 1 September 2015.
Other business and market experience
Jon is non-executive chairman of
Westpac Foundation, a trustee of Westpac
Bicentennial Foundation, Senior Advisor
of Boston Consulting Group, and a
non-executive director of Cape York
Partnerships and QuintessenceLabs.
He previously spent eight years with
Westpac Banking Corporation, first
as Chief Strategy Officer and later as
Enterprise Executive. He retired from
Westpac in 2014.
Jon’s executive career has included
senior roles with a variety of financial
and corporate institutions, including
the Boston Consulting Group. He also
held various roles with the Australian
government, including Senior Private
Secretary to the Prime Minister of
Australia (Bob Hawke) and senior
positions in the Department of the
Prime Minister and Cabinet.
What do the Directors Recommend?
The Directors (other than Jon Nicholson)
recommend that you vote “For”
the Resolution.
Resolutions 8 and 9
Refresh capacity to issue new securities
On 19 June 2015, IAG issued 89,766,607
Fully Paid Ordinary Shares by way of
a share placement (Placement Shares)
pursuant to the Subscription Agreement
entered into between the Company and
National Indemnity Company (NICO), an
affiliate of Berkshire Hathaway Inc., on 16
June 2015. Pursuant to that Subscription
Agreement, the Company has also been
granted a put option to require NICO to
subscribe for up to 121,569,233 Fully
Paid Ordinary Shares (Option Shares)
exercisable by the Company within 24
months after 16 June 2015 (Put Option).
Why shareholder approval is
being sought
Generally, under ASX Listing Rule 7.1, a
company may, in any 12 month period,
issue or agree to issue without the prior
approval of shareholders, new equity
securities of up to 15% of the number of
shares on issue 12 months before the date
of the issue of the new equity securities.
ASX Listing Rule 7.4 provides that an
issue by a company of securities without
shareholder approval under ASX Listing
Rule 7.1 is treated as having been made
with approval if the issue did not breach
ASX Listing Rule 7.1 when it was
made and the company’s shareholders
subsequently approve it.
The issue of the Placement Shares did
not breach ASX Listing Rule 7.1 and
has not previously been approved by
shareholders. The Company now seeks
shareholder approval for the issue of the
Placement Shares pursuant to ASX Listing
Rule 7.4.
In relation to the Option Shares, the issue
of the Option Shares (up to the maximum
limit) would not breach ASX Listing Rule
7.1 and ASX has confirmed that the terms
of the Put Option would be considered by
ASX to be an agreement to issue equity
securities such that the maximum number
of ordinary shares that may be issued
pursuant to exercise of the Put Option
must be calculated for ASX Listing Rule
7.1 purposes at the time of execution of
the Subscription Agreement (being 16 June
2015), rather than the date of exercise of
the Put Option. Accordingly, the Company
also seeks shareholder approval for the
potential issue of Option Shares (up to
the maximum limit) that may be issued
pursuant to exercise of the Put Option in
the AGM.
10
IAG NOTICE OF MEETING 2015
