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ELDERS LIMITED Proxy Solicitation & Information Statement 2006
64835_rns_2006-09-19_ed924352-8b07-4dd9-8637-76f07e70d572.pdf
Proxy Solicitation & Information Statement
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20 September 2006
Company Announcements Platform Australian Stock Exchange Limited
ANNUAL GENERAL MEETING
In accordance with Listing Rule 3.17, please find attached copy of Notice of Meeting and Proxy form for Futuris Corporation Limited's Annual General Meeting to be held on Tuesday, 24 October 2006.
Sonya Furey Company Secretary
Level 6, 27 Currie Street, Adelaíde, SA 5000 GPO Box 551 Adelaide SA 5001 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597 Futuris Corporation Limited A.B.N. 34 004 336 636
The Directors recommend that shareholders vote in favour of each of the Resolutions contained in this Notice of Meeting.
Please read the Notice and Explanatory Memorandum carefully.
If you are unable to attend the Annual General Meeting of Shareholders please complete and return the enclosed Proxy Form in accordance with the specified directions.
FUTURIS CORPORATION LIMITED
ABN 34 004 336 636
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 52nd Annual General Meeting of Shareholders of Futuris Corporation Limited will be held in Gallery One, Adelaide Festival Centre, King William Street, Adelaide, South Australia on Tuesday, 24 October 2006 at 2:30pm (CST).
AGENDA
ORDINARY BUSINESS
1. Financial Statements and Reports
To receive and consider the Financial Report and the Reports of the Directors and the Auditor, respectively, for the year ended 30 June 2006.
2. Remuneration Report
To receive and adopt the Remuneration Report for the year ended 30 June 2006.
Note that the vote on this item is advisory only and does not bind the Directors or the Company.
3. Election of Directors
To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:
3.1 Re-election of Dr J C Fox
"That Dr J C Fox, being a director of the Company who retires by rotation pursuant to Rule 8.1(e) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company."
3.2 Re-election of Mr A Salim
"That Mr A Salim, being a director of the Company who retires by rotation pursuant to Rule 8.1(e) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company."
3.3 Re-election of Mr G D Walters
"That Mr G D Walters, being a director of the Company who retires by rotation pursuant to Rule 8.1(e) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company."
4. Increase in maximum aggregate amount of fees payable to directors
To consider, and if thought fit, to pass the following resolution as an ordinary resolution.
"That shareholders approve an increase in the fees payable by the Company from \$1,300,000 per annum to \$1,800,000 per annum in aggregate for all non-executive directors."
5. Approval of issue of Equity Securities
To consider, and if thought fit, to pass the following resolution as an ordinary resolution. "That the issue of 1,500,000 Futuris Hybrids on 13 April 2006 is approved for the purposes of ASX Listing Rule 7.4."
SPECIAL BUSINESS
6. New Constitution
To consider and, if thought fit, to pass the following resolution as a special resolution.
"That, with effect from the close of the meeting, the Company adopt the Constitution tabled at the meeting and signed by the Chairman by way of identification in substitution for the existing Constitution of the Company."
EXPLANATORY MEMORANDUM
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
SNAPSHOT DATE
The Directors have determined that, for the purposes of regulation 7.11.37 of the Corporations Regulations, the persons eligible to vote at the meeting will be those persons who are registered shareholders at 2:30pm (CST), Sunday, 22 October 2006. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
PROXIES
Each shareholder is entitled to appoint a proxy. The proxy does not need to be a member of the Company. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies, each proxy may exercise half of the shareholder's votes if no proportion or number of votes is specified.
A Proxy Form accompanies this Notice and to be effective must be completed and received at either the Company's registered office or its share registry. Computershare Investor Services Pty Ltd:
| Registered Office | Share Registry |
|---|---|
| The Company Secretary | Futuris Corporation Limited |
| Futuris Corporation Limited | C/- Computershare Investor Services Pty Ltd |
| Level 6, 27 Currie Street | GPO BOX 242 |
| Adelaide SA 5000 | Melbourne VIC 3001 |
| or by facsimile on: |
(08) 8236 2305
or by electronic address*:
by no later than 2.30pm (CST), Sunday, 22 October 2006.
*If any shareholder wishes to lodge a proxy electronically, it will be necessary to scan an image of a signed proxy form and email that image of the proxy form with the signature affixed. This is needed to comply with the requirements of the Company's Constitution that a valid proxy be in writing and be signed by the shareholder appointing the proxy.
CORPORATE REPRESENTATIVES
Any corporate shareholder wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:
- $(a)$ a letter or certificate, executed in accordance with the corporate shareholder's constitution, authorising that person as the corporate shareholder's representative at the meeting; or
- (b) a copy of the resolution appointing the person as the corporate shareholder's representative at the meeting, certified by a secretary or director of the corporate shareholder.
By Order of the Board
FUTURIS CORPORATION LIMITED
ABN 34 004 336 636
EXPLANATORY MEMORANDUM TO SHAREHOLDERS
This Explanatory Memorandum has been prepared to assist shareholders of the Company in understanding the business to be put to shareholders for their consideration at the forthcoming Annual General Meeting of the Company.
The Directors recommend that you read this Explanatory Memorandum and attend the forthcoming Annual General Meeting of the Company.
Item 1 Financial Statements and Reports
The Corporations Act 2001 (Cth) (Corporations Act) and the Company's Constitution requires the following reports in respect of the year ended 30 June 2006 to be laid before the Meeting:
- the Financial Report (which includes the financial statements and Directors' declaration); and
- $(ii)$ the Directors' Report and the Auditor's Report.
In accordance with the Corporations Act, shareholders as a whole will be given a reasonable opportunity at the Annual General Meeting to ask questions, or make comments on the management of the Company. Shareholders as a whole will also be given a reasonable opportunity to ask the Auditor or its representatives questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.
The Corporations Act and the Company's Constitution do not require shareholder approval of these Reports.
Item 2 Remuneration Report
Section 250R(2) of the Corporations Act requires the Company to propose a resolution that the Remuneration Report be adopted. Section 250R(3) provides that the vote on this resolution is advisory only and does not bind the Company or the Directors of the Company. In accordance with the Corporations Act, shareholders as a whole will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. The Remuneration Report forms part of the Company's 2006 Annual Review.
The Directors unanimously recommend that shareholders vote in favour of this resolution.
Item3 Election of Directors
Pursuant to Rule 8.1(e)(2) of the Company's Constitution, Messrs Fox, Salim and Walters will retire at the Annual General Meeting and offer themselves for re-election.
Messrs Fox and Walters were last re-elected in 2003 and 2004 respectively and Mr Salim was first elected in 2003.
Profiles of the candidates offering themselves for re-election to the office of director are set out below under the respective resolutions. The candidates are listed in alphabetical order.
Your Directors have reviewed the necessary and desirable competencies of Board members, the composition of the Board and each candidate's contribution to the Board and unanimously recommend the re-election of each candidate.
Item $3.1$ Re-election of Dr J C Fox
Dr James Charles Fox BE, MEngSci, PhD
Dr Fox has been a member of the Board since July 1985. He is a non-executive director and member of Remuneration and Nomination & Prudential Committees. Dr Fox has extensive experience in the development and operation of technology-based product businesses in international markets. He is the Managing Director of Vision Systems Limited and a director of TTP Group plc (UK). Mr Fox is age 54 and a resident of Victoria.
Item $3.2$ Re-election of Mr A Salim
Mr Anthoni Salim, B.Bus
Mr Salim has been a member of the Board since March 2003. He is a non-executive director. He is President and Chief Executive Officer of the Salim Group, one of Indonesia's major business groups. The Salim Group holds extensive interests in the importation, manufacture and distribution of food and foodstuffs. Mr Salim is Chairman of First Pacific Company Limited, President and Chief Executive of PT Indofood Sukses Makmur and a member of the advisory board for Allianz Group, one of the world's leading insurance groups. Mr Salim is age 56 and a resident of Jakarta, Indonesia.
Item $3.3$ Re-election of Mr G D Walters
Mr Graham Walters AM FCA
Mr Walters has been a member of the Board since January 2002. He is a non-executive director. Chairman of the Audit Committee and a director of Elders Financial Services Group Pty Limited and each of its regulated subsidiaries. Mr Walters has extensive experience in accounting, having formerly held roles as Chairman of Partners at KPMG South Australia and Member of the National Board of KPMG. Mr Walters also holds directorships of Australian Rail Track Corporation Limited. Minelab International Pty Ltd (Chairman) and Royal Automobile Association of South Australia and is Chairman of the South Australian Executive Committee of Westpac Banking Corporation. Mr Walters is age 64 and a resident of South Australia.
Item 4 Increase in maximum aggregate amount of fees that may be paid to Directors
Background
At present, the maximum aggregate amount of fees that may be paid to the non-executive directors of the Company is \$1,300,000 per annum.
The Remuneration Committee and the Board have concluded a review of non-executive directors' emoluments with independent remuneration specialist John V Egan Associates. The current remuneration levels have remained unchanged for two years.
The review concluded that the current level of fees paid was significantly below the levels paid by comparable companies. Effective from 1 July 2006 it is proposed to increase non-executive directors' fees from \$75,000 plus statutory superannuation to \$90,000 plus statutory superannuation. The fee for the Chairman is to be increased to \$350,000, recognising that the Chairman is broadly engaged across all businesses and intimately engaged at various levels with important stakeholders of the Company, be it the subsidiary boards of major operating divisions or joint venture companies, or be it the diverse investment interests of the Company or key stakeholders including clients, suppliers or potential or existing joint venture partners both within Australia and internationally. The fee for the Deputy Chairman is to be \$130,000. Additional smaller amounts are proposed to be payable for service on Board committees.
Resolution Sought
This maximum aggregate fee includes fees paid to non-executive directors for service as directors of the Company, as well as fees for service as directors of subsidiary companies. The Company has a policy that at least one non-executive member of the Board is appointed, wherever possible, to each material subsidiary of the Company to provide oversight independent of management.
The Directors are seeking approval from shareholders to increase the maximum aggregate amount of fees that may be paid to the non-executive directors of the Company for their overall Company board responsibilities from \$1,300,000 per annum to \$1,800,000.
The proposed new maximum aggregate amount exceeds the payments that will arise under the proposed new directors fees (as detailed above), thereby leaving the Company with sufficient capacity to accommodate any increase in the number of directors, when this is considered appropriate, and enabling the Company to be competitive in attracting and retaining directors of the necessary qualifications and experience.
The Directors stress that it is not intended to distribute all of the maximum aggregate amount of \$1,800,000, if approved, in the current year
Voting Restrictions
In relation to Resolution 4, pursuant to Listing Rule 10.17.1 of the Official Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast by or on behalf of any Director of the Company or their associates.
However, the Company need 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 $\bullet$
- It is cast by the Chairman of 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.
Item 5 Approval of Issue of Futuris Hybrids
ASX Listing Rule 7.1 places certain restrictions on the extent to which a listed company may issue equity securities, including options, without the approval of holders of ordinary securities. In effect, shareholder approval is required before the Company may issue or agree to issue securities representing more than 15% of the ordinary securities of the Company within a 12 month period. Listing Rule 7.2 provides certain exceptions to this 15% restriction imposed by the ASX.
On 13 April 2006, the Company allotted 1,500,000 perpetual, subordinated, convertible, unsecured notes ("Futuris Hybrids") at \$100 each. The issue was made by way of a public offer. The proceeds of the issue were raised as part of the Company's ongoing capital management strategy and were applied to repay debt and to fund general corporate purposes.
The Futuris Hybrids are equity securities for the purposes of the ASX Listing Rules.
The Futuris Hybrids were issued with the approval of the Directors, as permitted under the Company's Constitution and ASX Listing Rule 7.1, as it resulted in fewer than 15% of the Company's capital being issued in the preceding 12 months.
Exception 6 of Listing Rule 7.2 exempts an issue of securities to fund the cash consideration of an off-market bid that is required to comply with the Corporations Act, when the offer becomes unconditional. The placement by the Company of 50 million shares in May 2006 at \$2.24 raising \$112 million to fund the cash consideration of the off-market takeover bid by the Company of Integrated Tree Cropping Limited did not require shareholder approval. This placement was approved by Directors and raised \$112 million. The total cash consideration paid under the takeover was \$147 million. The difference of \$35 million was funded from surplus cash reserves of the Company.
Any further issues of capital by the Company in the current 12 month period may be prohibited if, taking into account the issue of Futuris Hybrids, the 15% threshold of ASX Listing Rule 7.1 is breached.
Under ASX Listing Rule 7.4, the shareholders of the Company may ratify an issue of securities made without shareholder approval under Listing Rule 7.1, if the issue did not breach Listing Rule 7.1. The Futuris Hybrids issued did not breach Listing Rule 7 1
From time to time future business requirements or opportunities may arise which would be best funded by the issue of shares up to allowed limits. It is considered prudent for the Company to retain the maximum capacity to raise capital.
By approving the above issue of Futuris Hybrids, which occurred in April 2006, the Company will be able to raise more capital by the issue of more securities without delay, which may otherwise occur if shareholder approval is required. By granting the approval, the Company will be well placed to readily take advantage of opportunities that may arise
The Company seeks shareholder approval for the issue of the 1,500,000 Futuris Hybrids issued in April 2006.
Voting Restrictions
In relation to Resolution 5, pursuant to Listing Rule 7.5.6, and as defined by Listing Rule 14.11.1 of the Official Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast by:
- Any person who participated in the issue of Futuris Hybrids; and
- An associate of any person referred to above.
However, the Company need 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.
SPECIAL BUSINESS
Item 6 New Constitution
6.1 Background to Resolution
The present Constitution of the Company and amendments to it were adopted by shareholders at the Company's annual general meetings held on 28 October 1999 and 26 October 2000.
Your Directors consider it prudent to have greater flexibility within the Company's Constitution in relation to capital management which allows the Company to more effectively and efficiently pursue strategies appropriate to it. This has led to the proposed new provisions.
Your Directors have also taken the opportunity to review the language used in the Constitution and, where appropriate, to streamline the Constitution using simple and consistent language. In addition, the Constitution has been updated for legislative references.
6.2 Availability of Proposed Constitution
The proposed new constitution ("Proposed Constitution") is available for inspection and review by shareholders as follows:
- during the hours of 9.00am to 5.00pm at the registered office of the Company at Level 6, 27 Currie Street, Adelaide, South Australia for a period of 28 business days prior to the date of the Annual General Meeting:
- by a shareholder requesting (in writing) a copy of the Proposed Constitution from the Company,
- on the Company's website at www.futuris.com.au, and
- from 10.00am on the day of the Annual General Meeting at the place of the Annual General Meeting, Gallery One, Adelaide Festival Centre, King William Road, Adelaide, South Australia on Tuesday, 24 October 2006.
In accordance with section 139 of the Corporations Act 2001, the existing Constitution is also available to shareholders upon request and may be reviewed on the Company's website www.futuris.com.au.
6.3 Specific Changes
Specific changes to which shareholders' attention is drawn are set out in the following paragraphs.
Preference Shares
The Constitution does not allow for the issue of non-cumulative preference shares. As such, the Constitution presently limits the way in which your Directors may manage the capital of the Company to optimise shareholder wealth.
Your Directors propose to include in the Proposed Constitution provision to determine dividends, if any, to attach to preference shares including whether such dividend is non-cumulative or cumulative.
Nomination and Prudential Committee
The functions of this committee include determining whether an incumbent director or proposed director continues to comply with Prudential Criteria (fit and proper for purposes of APRA guidelines and policies). These functions have been expanded to include:
(a) the policies and guidelines of any regulator responsible for the issue of licences or approvals relevant to the licences of the company or its subsidiaries.
(b) notification to the applicable regulator, the directors and the members that a determination has been made that a proposed director does not satisfy Prudential Criteria.
(c) such other functions delegated by the Board.
Recommendation
Your Directors consider the adoption of the Proposed Constitution is in the interests of shareholders, and recommend shareholders vote in favour of the adoption of the Proposed Constitution.
A copy of the Proposed Constitution will be sent to any shareholder who requests a copy and may be inspected at the Company's registered office or at the Annual General Meeting.
All correspondence to:
Mark this box with an 'X' if you have made any changes to your address details (see reverse)
Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 Facsimile 61 8 8236 2305 www.computershare.com
Securityholder Reference Number (SRN)
Appointment of Proxy IAME being a member is of Futuris Deporation Elmited and entities to attend and vete hereby appoint the Chairman of the Meeting OR (mark with an X')
For
If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
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 for if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Futuris Corporation Limited to be held at Gallery One, Adelaide Festival
Centre, King W
IMPORTANT: FOR ITEM 4 BELOW
If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 4 below, please place a mark in
this box By marking this box you acknowledge by him, other than as proxy holder, would be disregarded because of that interest if you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this flem. The Chairman of the Meeting
Voting directions to your proxy - please mark
| ORDINARY BUSINESS | |
|---|---|
| tem 2. | Adoption of Remuneration Report # |
| tem 3. | Flection of Directors |
| 3.1 | Re-election of Dr J C Fox |
$3.2$ Re-election of Mr A Salim
Against
to indicate your directions
Abstain* For Re-election of Mr G D Walters ftem 4. Increase in maximum aggregate amount of fees payable to directors Item 5. Approval of issue of Equity Securities SPECIAL BUSINESS
New Constitution
In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business. # Note the vote on item 2 is advisory only
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1
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Securityholder 3
Director/Company Secretary
Sole Director and
Sole Company Secretary
In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.
Contact Name
$FCI$
Contact Daytime Telephone
Date
FCL_WIP_13620/000001/00001/3
How to complete the Proxy Form
1 Your Address
This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
$\overline{2}$ Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your yote on that item will be invalid.
$\boldsymbol{A}$ Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.
To appoint a second proxy you must:
- (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
- $(b)$ return both forms together in the same envelope.
5 Signing Instructions
You must sign this form as follows in the spaces provided:
| Individual: | where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: | where the holding is in more than one name, all of the security holders should sign. |
| Power of Attorney: | to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place. |
If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.
Lodgement of a Proxy
This Proxy Form (and any Power of Attomey under which it is signed) must be received at an address given below by 2.30pm (CST) on Sunday, 22 October 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged:
| IN PERSUN | Registered Office - Level 6, 27 Currie Street, ADELAIDE SA 5000 Share Registry - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia |
|---|---|
| BY MAIL | Return in the enclosed Reply Paid envelope or post to: Registered Office - Level 6, 27 Currie Street, ADELAIDE SA 5000 Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia |
| BY FAX | Share Registry - 61 8 8236 2305 |
| BY EMAIL | Registered Office - [email protected] * |
$\overline{100}$
*If you wish to lodge a proxy electronically, it will be necessary to scan an image of a signed proxy form and email that image of the proxy form with the signature affixed. This is needed to comply with the requirements of the Company's Constitution that a valid proxy be in writing and be signed by you.