ABOUT VOTING
A. Voting Options
In Person
Shareholders may vote by attending the
AGM and casting their votes in person.
Direct
A direct vote allows shareholders to vote
on Resolutions considered at the AGM
by lodging their votes with the Company
before the AGM, without the need to
attend the AGM or appoint a proxy.
You must mark either “For”, “Against”
or “Abstain” for each item of business
on the voting form for a valid direct
vote to be recorded on that item.
Please note that a shareholder who has
cast a direct vote may attend the AGM;
however, attendance and registration
cancel the direct vote unless the
shareholder instructs the Company
or the share registry otherwise.
Proxy
A shareholder who is entitled to attend
and cast a vote at the AGM has a right to
appoint a proxy to attend and vote instead
of the shareholder. The proxy need not be
a shareholder of the Company and may
be a corporation (and any corporation
so appointed may then nominate an
individual to exercise its powers at the
meeting). A shareholder who is entitled to
cast two or more votes may appoint two
proxies and may specify the proportion
or number of votes which each proxy is
appointed to exercise.
If the proxy appointments do not
specify the proportion or number of the
shareholder’s votes that each proxy may
exercise, each proxy may exercise up to
half of the shareholder’s votes.
Shareholders can direct their proxy how to
vote by following the instructions on the
voting form and are encouraged to do so.
Shareholders appointing a proxy should
also take note of the instructions under
“Voting Exclusions” set out below.
If a shareholder appoints the Chairman of
the meeting or another Director as proxy
and does not direct the Chairman of the
meeting or Director on how to vote, they
will vote all available proxies in favour of
each Resolution.
Voting Exclusions
Certain voting exclusions apply to
Resolutions 1, 2, 8 and 9; details are
set out in the Explanatory Notes for the
relevant Resolutions within this 2015
Notice of Meeting.
The key management personnel of the
Company and their closely related parties
(as defined under the Corporations Act
2001 which includes their spouses,
dependants and companies that they
control) (
Closely Related Parties
) will not
be able to vote your proxy on Resolutions
1 or 2 unless you direct them how to vote
on the voting form.
If you appoint the Chairman of the
meeting as your proxy or if the Chairman
of the meeting is appointed as your proxy
by default, and you do not mark any
of the voting boxes on the voting form
for Resolutions 1 and 2, by signing and
returning the voting form, you will be
giving the Chairman of the meeting your
express authority to vote your undirected
proxy as he sees fit.
If you appoint as your proxy any
other member of the Company’s key
management personnel (including the
other Directors of the Company) or any
of their Closely Related Parties, you are
encouraged to direct that person how to
vote on Resolutions 1 and 2. If you do
not direct that person how to vote on
these Resolutions, that person will not be
entitled to vote, and will not vote, your
proxy on those Resolutions.
Default to the Chairman of the Meeting
Any directed proxies that are not
voted on a poll at the meeting will
automatically default to the Chairman
of the meeting, who is required to vote
those proxies as directed.
How to Vote Directly or by Proxy
To be valid, voting forms, proxies or
electronic voting instructions must be
received by the Company’s share registry,
Computershare Investor Services Pty
Limited, (Computershare) in Sydney
before 10.00am (Sydney time) on Monday
19 October 2015 (Voting Deadline)
.
Voting forms, proxies or electronic voting
instructions may be submitted:
■
■
online at
. You
will need information shown on your
voting form to register your vote online;
■
■
by post in the pre-addressed envelope
provided. Please allow sufficient time
for the form to reach Computershare,
Sydney, by the Voting Deadline;
■
■
by facsimile to Computershare on
+61 (0)3 9473 2555; or
■
■
by hand delivery to Computershare,
Level 4, 60 Carrington Street, Sydney
NSW 2000.
■
■
Intermediaries with access to
Intermediary Online through
Computershare should lodge their votes
through
.
B. Corporate Representatives
A corporate shareholder wishing
to appoint a person to act as its
representative at the AGM may do
so by providing that person with:
■
■
a letter, certificate or form authorising
him or her as the corporate
shareholder’s representative, executed
in accordance with the corporate
shareholder’s Constitution; or
■
■
a copy of the Resolution appointing the
representative, certified by a secretary
or Director of the corporate shareholder.
A form may be obtained from
the Computershare website
at
under the
information tab “Downloadable Forms”.
C. Power of Attorney
If a shareholder has appointed an attorney
to attend and vote at the AGM, or if the
voting form is signed by an attorney, the
power of attorney (or a certified copy of
the power of attorney) must be received
by Computershare by the Voting Deadline,
unless this document has been previously
lodged with the Company’s share registry
for notation.
Powers of attorney may be submitted by
post or by hand delivery to Computershare
at the addresses shown.
D. Shareholders Eligible to Vote
As determined by the Board, only
shareholders who hold ordinary
shares in the Company as at 7.00pm
(Sydney time) on Monday, 19 October
2015 will be eligible to vote at the AGM.
Dated in Sydney on 21 August 2015.
By order of the Board
CHRIS BERTUCH
GROUP GENERAL COUNSEL
& COMPANY SECRETARY
HOW
TO VOTE
5
IAG NOTICE OF MEETING 2015
