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Outcomes of the 2014 APL Annual General Meeting

It was announced that APL CEO, Andrew Spencer now fills the role of Company Secretary following the resignation of the previous Company Secretary, Christine Quick.

All items listed on the meeting agenda were passed and voted for in the affirmative.

On the issue of Elected Directors: David Plant and Brian Luxford re-nominated and were unanimously re-instated for a further three year term.

In regard to the Specialist Director nomination which is a Board appointment, the meeting was informed the Board recommend Kay Carey be re-appointed with the meeting voting unanimously to support the Board’s recommendation.

The final agenda item dealt with on the day was to do with a change to the APL Constitution Rule Rule10.4A regarding delegate resignation.

The Constitution allows for a resigning Delegate to put forward a replacement Delegate of their own choosing.  Under the current Constitution neither the members who appointed the resigning Delegate nor the Board have any say over whether or not the replacement Delegate is suitable. To remedy this, an amendment to the Constitution was proposed that would require any replacement Delegate to be ratified by the Board first prior to becoming a Delegate. It is also proposed that the Constitution be amended to allow the Board to nominate a replacement Delegate if the resigning Delegate fails to do so.

To give effect to these changes a Special Resolution was proposed to delete and replace Rule10.4A of the Constitution dealing with the retirement of Delegates. The differences between the proposed new Rule10.4A and the current Rule10.4A are shown in the mark‑up below.

The Special Resolution to be approved must gain at least 75 per cent of votes cast by members at the Annual General Meeting. The final vote was 99 per cent in favour and one dissention.

 

10.4A    Retirement of Delegates

(a)        A person appointed as a Delegate in accordance with Rule 10.3(a) or Rule 10.4A(df)(v) will cease to serve as a Delegate if the person:

(i)         resigns by notice in writing to the Company; or

(ii)         dies.

(b)        Any Delegate who resigns pursuant to Rule 10.4A(a)(i) must, in his or her written notice of resignation to the Company in accordance with that Rule, nominate a person to serve out the remainder of his or her term. The person nominated must be ratified by the Board first prior to becoming a Delegate.

(c)        The Board must nominate a person to serve out the remainder of the term of any Delegate who dies or if the resigning Delegate does not nominate a replacement.

(d)        The Board must convene a meeting within 30 days of the death of a Delegate or the receipt of a Delegate’s notice of resignation pursuant to Rule 10.4A(b) for the purpose of:

(i)         considering ratifying the appointment of the person nominated in a Delegate’s notice of resignation to serve out the remainder of the resigning Delegate’s term; or

(ii)         nominating a person to serve out the remainder of the term of any Delegate who dies, or who resigns and does not nominate a replacement, pursuant to clause 10.4A(c); or

(e)        If the Board does not ratify the appointment of a person nominated in a Delegate’s notice of resignation the Board must advise the resigning Delegate accordingly and the resigning Delegate may nominate another person for the Board to consider. Paragraphs (d) and (e) will reapply as relevant to any such nominee.

(df)       A person nominated under Rule 10.4A(b) or 10.4A(c):

(i)         must be a natural person;

(ii)         may, but need not be, a Member or a Director;

(iii)        may, but need not be, a former Delegate;

(iv)        must not be a current Delegate; and

(v)         following receipt of an invitation from the Company to serve as a Delegate, will be appointed as a Delegate if and when he or she consents, in writing to the Company, to his or her appointment as a Delegate.

(eg)       A person who is appointed in accordance with Rule 10.4A(de) will serve as a Delegate from the date of his or her appointment until the Return Date at which the term of the Delegate they are replacing would have expired.

 

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