TIDMCCVU
RNS Number : 6723O
Cash Converters International Ld
15 October 2012
Cash Converters International Limited
15 October 2012
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Cash
Converters International Limited ("Company") will be held at
10.00am (WST) on Friday 16 November 2012 at:
The Pan Pacific Hotel
207 Adelaide Terrace
Perth Western Australia 6000
ORDINARY BUSINESS
Item 1 - Financial report and directors' and auditor's
reports
To receive and consider the financial report for the year ended
30 June 2012 and the related directors' report, directors'
declaration and auditor's report.
Item 2 - Re-election of Mr John Yeudall
To consider and, if thought fit, pass the following as an
ordinary resolution:
"That Mr John Yeudall, who retires and, being eligible, offers
himself for re-election, be re-elected as a director."
Item 3 - Adopt Remuneration Report
To consider and, if thought fit, pass the following as an
ordinary resolution:
"That the Remuneration Report of the Company for the financial
year ended 30 June 2012 be adopted."
Voting exclusion statement
To the extent required by section 250R of the Corporations Act
2001 (Cwlth), a vote must not be cast (in any capacity) on Item 3
by or on behalf of a member of the Company's or the group's key
management personnel whose remuneration details are included in the
Remuneration Report or a closely related party of such a member.
However, a person (the "voter") may cast a vote as a proxy where
the vote is not cast on behalf of such a member or a closely
related party of such a member and the voter is either:
(a) appointed as a proxy by writing that specifies how the proxy is to vote on Item 3; or
(b) the chair of the meeting and the appointment of the chair as
proxy does not specify how the proxy is to vote on Item 3 and
expressly authorises the chair to exercise the proxy even though
Item 3 is connected directly or indirectly with the remuneration of
a member of the key management personnel.
SPECIAL BUSINESS
Item 4 - Amendments to the Company's Constitution
To consider and, if thought fit, to pass the following as a
special resolution:
"That, with effect from the close of the Annual General Meeting
and in accordance with section 136 of the Corporations Act, the
Company's Constitution be modified by:
1) replacing all references to the words "Corporations Law" with
the words "Corporations Act";
2) replacing all references to the words "SCH Business Rule"
with the words "ASX Settlement Operating Rule";
3) replacing all references to the words "proper SCH transfer"
with the words "Proper Transfer";
4) replacing all references to the word "SCH" with the words "ASX Settlement";
5) replacing the definition of "ASX" with the definition ""ASX"
means ASX Limited ABN 98 008 624 691 and, where the context
requires, the securities exchange operated by it." in clause 2.1 of
the Constitution;
6) inserting the following definitions after the definition of
"ASX Listing Rules" in clause 2.1 of the Constitution:
""ASX Settlement" means ASX Settlement Pty Limited ABN 49 008
504 532.
"ASX Settlement Operating Rules" means the settlement operating
rules of ASX Settlement and, to the extent they are applicable, the
operating rules of each of ASX and ASX Clear Pty Limited ABN 48 001
314 503.";
7) replacing the words "The London Stock Exchange" with the
words "the ASX" in the definition of "Business Days" in clause 2.1
of the Constitution;
8) replacing the definition of "Corporations Law" with the
definition ""Corporations Act" means the Corporations Act 2001
(Cwlth)." in clause 2. 1 of the Constitution;
9) deleting the definition of "Dividend Access Share" in clause 2.1 of the Constitution;
10) deleting the definition of "FDP" in clause 2. 1 of the Constitution;
11) inserting the words "or the ASX (and includes a Proper
Transfer)" after the words "The London Stock Exchange" in paragraph
(a) of the definition of "Market Transfer" in clause 2.1 of the
Constitution;
12) inserting the words "or the ASX" after the words "The London
Stock Exchange" in paragraph (b) of the definition of "Market
Transfer" in clause 2.1 of the Constitution;
13) inserting the definition ""Proper Transfer" means a transfer
through a "prescribed CS facility", as defined in Section 761A of
the Corporations Act." after the definition of "Preference Share
Holders" in clause 2.1 of the Constitution;
14) deleting the definition of "SCH Business Rules" in clause 2.1 of the Constitution;
15) deleting the definitions of "Unit" and "Unitholder" in clause 2.1 of the Constitution;
16) inserting the definition ""Uncertificated Securities
Regulations" means the Uncertificated Securities Regulations 2001
(UK), as amended from time to time, including any provisions of or
under any legislation which alters or replaces such regulations."
in clause 2.1 of the Constitution;
17) inserting the words "and the ASX Listing Rules" after the
words "defined in the Corporations Law" in clause 2.2(c) of the
Constitution;
18) inserting the words "the ASX Listing Rules, the" after the
words "the Listing Rules," and deleting the word "to" in clause 3
of the Constitution;
19) replacing the words "the London Stock Exchange" with the
word "ASX" in clause 3(c) of the Constitution;
20) inserting the word "Preference" before the word "Share" in
clause 5.9(a) of the Constitution;
21) replacing the words "and the Listing Rules, every Member"
with the words ", the Listing Rules and the ASX Listing Rules,
every Member (except a person to whom the Company is not required
by law to issue a certificate)" in clause 8.2 of the
Constitution;
22) replacing the words "Corporations Law and the Listing Rules"
with the words "Corporations Act, the Listing Rules and the ASX
Listing Rules" in clause 8.4 of the Constitution;
23) deleting clause 8.6 of the Constitution;
24) replacing the words "Listing Rules and SCH Business Rules"
with the words "Listing Rules, ASX Listing Rules and the ASX
Settlement Operating Rules" in the second instance of paragraph (d)
in clause 9.2 of the Constitution;
25) inserting the words "and all other matters required to be
specified in the notice by the ASX Listing Rules" after the words
"place for payment" in clause 11.3 of the Constitution;
26) inserting the words "which is a proper instrument of
transfer for the purposes of section 1071B(2) of the Corporations
Act," after the words "in any usual or common form" in clause
19.1(a) of the Constitution;
27) inserting the words "In relation to Shares listed on the
Official List of the LSE, a Member may transfer all or any of the
Member's uncertificated Shares in accordance with the
Uncertificated Securities Regulations." as a new clause 19.1(c) in
the Constitution;
28) inserting the words "(including Proper Transfers)" after the
words "registrable transfer forms" in clause 19.5(a) of the
Constitution;
29) inserting the words "other than in the case of a Proper
Transfer, in which case the provisions of the ASX Settlement
Operating Rules apply" after the words "Register in respect of the
Shares" in clause 19.5(b) of the Constitution;
30) inserting the words "In the case of a Market Transfer the
Company must comply with such obligations as may be imposed on it
by the ASX Listing Rules and the ASX Settlement Operating Rules in
connection with any transfer of Shares." as a new clause 19.5(c) of
the Constitution;
31) deleting clause 20.8 of the Constitution;
32) replacing the words "Corporations Law and the Listing Rules"
with the words "Corporations Act, the Listing Rules, the ASX
Listing Rules and the ASX Settlement Operating Rules" in clause 22
of the Constitution;
33) deleting clause 32.3 of the Constitution;
34) replacing the words "be given and" with the words "be given
but inclusive of" in clause 34.1 of the Constitution;
35) replacing the words "elect Directors" with the words "fix
the Auditor's remuneration" in clause 38.1 of the Constitution;
36) deleting clause 38.3 of the Constitution;
37) inserting the words "declaration of a Dividend or the" after
the words "Meeting concerning the" and inserting the words "may
declare a Dividend or" after the words "exercise of their powers"
in clause 41.2(a) of the Constitution;
38) replacing the words and figures "Section 1109N of the
Corporations Law" with the words and figures "Regulation 7.11.37 of
the Corporations Regulations 2001 (Cwlth)" in clause 42.1 of the
Constitution;
39) inserting the words ", a Director falling within the terms
of Section 250V(1)(b) of the Corporations Act" after the words "a
Director appointed by virtue of clause 51" in clause 52.5 of the
Constitution;
40) replacing the words "A Director shall not vote in respect of
any" with the words "Subject to clause 69.3 and the Corporations
Act, a Director may vote in respect of any contract or arrangement
in which they are so interested as aforesaid other than a" in
clause 69.2 of the Constitution;
41) inserting the words "A Director shall (in accordance with
the ASX Listing Rules) promptly advise the ASX of any interest the
Director may have in any material contract to which the Company is
a party or in which the Company also has an interest." as a new
clause 69.9 of the Constitution;
42) replacing the words "this clause 77," with the words
"clauses 76 and 77" in clause 77.2 of the Constitution;
43) replacing the words "determine that a Dividend is payable"
with the words "declare a Dividend to be paid" in clause 78.1 of
the Constitution;
44) replacing clause 78.2 of the Constitution with "The
Directors may from time to time, without declaring a Dividend,
determine that a Dividend is payable and fix the amount and time
for payment of such Dividend.";
45) replacing the words "may be paid otherwise than out of
profits nor" with the word "shall" in clause 78.3 of the
Constitution;
46) replacing the words "Dividend becomes payable" with the
words "Dividend is declared" in clause 79.1 of the
Constitution;
47) deleting the words "in relation to partly paid Shares",
inserting the words "declared and" after the words "shall be",
inserting the words "paid or credited as" after the words
"according to the amounts" and replacing the words "All Dividends
shall be apportioned" with the words "In relation to partly paid
Shares, all Dividends shall be apportioned" in clause 79.2 of the
Constitution;
48) inserting the words "declaring or" after the words "The
Directors, when" in clause 80.2 of the Constitution";
49) inserting the words "declaring or" after the words "The
Directors when" in clause 81 of the Constitution;
50) deleting clause 84 of the Constitution;
51) deleting the words "before determining that any Dividend is
payable" after the words "The Directors may" and deleting the words
"which they may think prudent not to divide" after the words "carry
forward any profits" from clause 84 of the Constitution;
52) deleting the words "not in South Australia" after the words
"against any Member" from clause 88.7 of the Constitution;
53) replacing the words and figures "Sections 232(5) or (6)"
with the words and figures "Sections 182 or 183" in clause 89.3(a)
of the Constitution; and
54) replacing the words and figures "16 December 1996 and 24
November 1999 and are" with the words and figures "16 December
1996, 24 November 1999 and 16 November 2012 and is", the words and
figures "24 day of November 1999" with the words and figures "16
day of November 2012" and the words "Brian Cumins" with the words
"Reginald Webb" after clause 90 of the Constitution."
Other matters
To deal with any other ordinary business which may be brought
forward in accordance with the Company's Constitution.
By Order of the Board - 25 September 2012
D.R. Groom, A.C.M.A., F.C.P.A., F.C.I.S.
Company Secretary
EXPLANATORY STATEMENT
IMPORTANT NOTICE
Please read this document and the Notice of Annual General
Meeting carefully, as it contains important information.
GENERAL
The main purpose of this explanatory statement is to provide
shareholders with information concerning the business to be
considered at the Annual General Meeting, including all of the
resolutions proposed and detailed in the Notice of Annual General
Meeting.
ITEM 1 - FINANCIAL REPORT AND DIRECTORS' AND AUDITOR'S
REPORTS
The Company's financial report, the directors' report, the
directors' declaration and the auditor's report for the year ended
30 June 2012 will be placed before the meeting thereby giving
shareholders the opportunity to discuss these documents and to ask
questions.
ITEM 2 - RE-ELECTION OF MR JOHN YEUDALL
Clause 52.1 of the Company's Constitution requires that at every
Annual General Meeting of the Company, one-third (or the number
nearest to but not exceeding one third) of the directors (except
the managing director) shall retire from office. Clause 52.2 states
that in every year the director (or directors) to retire is the one
third (or other nearest whole number) who have been longest in
office since their last election (and, as between two or more who
have been in office an equal length of time, the director
determined by lot).
Mr John Yeudall, who is required to retire in accordance with
clauses 52.1 and 52.2, has been a non-executive director of the
Company since December 2002 and is the Chairman of the Audit,
Remuneration and Nomination Committees.
Mr Yeudall is aged 68. He was born in the UK and qualified there
as a Chartered Engineer. He has been an Australian Citizen for many
years, making Perth his home since 1982. He has a successful
history in both the public and private sectors having spent ten
years with the Australian Trade Commission responsible for
facilitating Australian trade with the Middle East. Part of that
role was a three year term as Consul General in Dubai. This
followed a successful career in private business in Saudi Arabia.
He was the founder of the IKEA franchise in WA, holding the
position of Managing Director.
Being eligible, Mr Yeudall offers himself for re-election as a
director. The Board (other than Mr Yeudall, who abstained)
unanimously recommends that shareholders vote in favour of this
resolution.
ITEM 3 - ADOPT REMUNERATION REPORT
The Corporations Act requires listed companies to put a
Remuneration Report relating to director and executive remuneration
for each financial year to a resolution of members at their annual
general meeting. The Remuneration Report is included in the
directors' report of the Company's annual financial report, which
accompanies this Notice of Annual General Meeting.
Under section 250R(3) of the Corporations Act, the vote is
advisory only and does not bind the directors or the Company.
However, if at least 25% of the votes cast on the resolution are
voted against adoption of the Remuneration Report at the meeting
and then again at the 2013 Annual General Meeting, the Company will
be required to put to shareholders a resolution at the 2013 Annual
General Meeting proposing the calling of a further general meeting
to consider the election of directors of the Company (spill
resolution).
If more than 50% of shareholders vote in favour of a spill
resolution, the Company would be required to convene a further
general meeting (spill meeting) within 90 days of the 2013 Annual
General Meeting. All of the directors who were in office when the
2013 directors' report was approved by the directors, other than
the Managing Director, would cease to hold office immediately
before the end of the spill meeting but may stand for re-election
at the spill meeting. Following the spill meeting those persons
whose election or re-election as directors is approved would be the
directors of the Company.
Noting that each director has a personal interest in their own
remuneration from the Company as set out in the Remuneration
Report, the Board unanimously recommends that shareholders vote in
favour of adopting the Remuneration Report.
Key management personnel details of whose remuneration are
included in the Remuneration Report and their closely related
parties are prohibited from voting on Item 3, except in the
circumstances described in the voting exclusion statement set out
in the Notice of Annual General Meeting. See also the note in
relation to Item 3 under the "Proxies" section below.
ITEM 4 - Amendments to the Company's Constitution
The Company has undertaken a review of its Constitution and is
proposing amendments to correct certain superseded references and
to reflect changes to the Corporations Act. The proposed changes
are summarised below:
(a) References to superseded definitions such as "Corporations
Law", "proper SCH transfer", "SCH" and "SCH Business Rules" are
being updated or replaced as appropriate;
(b) References to certain ASX entities and operating rules are
being updated in line with changes to ASX's group structure and
operating rule titles;
(c) References to superseded regulatory bodies, provisions of
the Corporations Law and other Acts are being updated to reflect
current regulatory bodies and law;
(d) References to the ASX Listing Rules have been made in
sections of the constitution where previously only the London Stock
Exchange Listing Rules were referenced;
(e) Clause 52.5 of the Constitution is being amended to make
clear that any directors who, under the Corporations Act, cease to
hold office at the end of a "spill meeting" (as described in the
Explanatory Statement under Item 1 above) are automatically
eligible for re--election as directors at that spill meeting;
(f) References to the Foreign Dividend Plan and associated
provisions have been removed following the unwinding of the
Dividend Access Scheme in 2011;
(g) Certain clauses which no longer apply to the Company since
it migrated its London Stock Exchange listing from "premium" to
"standard" have been deleted, and additional provisions which do
apply have been included;
(h) The dividend provisions of the Constitution have been
amended to increase consistency with the Corporations Act.
Changes to the dividend payment provisions of the Corporations
Act which took effect on 28 June 2010 removed the requirement for
dividends to be payable only out of profits of the Company.
Instead, section 254T of the Corporations Act now provides that a
company must not pay a dividend unless:
(i) the company's assets exceed its liabilities immediately
before the dividend is declared and the excess is sufficient for
the payment of the dividend;
(ii) the payment of the dividend is fair and reasonable to the
company's shareholders as a whole; and
(iii) the payment of the dividend does not materially prejudice
the company's ability to pay its creditors;
The Company's Constitution currently reflects the former profits
test rather than the new test in section 254T, meaning that in
order to pay a dividend the Company would need to comply with both
tests. The Board considers it appropriate to remove the additional
restriction in the Company's Constitution to allow more flexibility
in the payment of dividends.
The dividend provisions of the Constitution have been updated to
allow both the declaration of dividends, and the ability to
determine that a dividend is payable without declaring a dividend.
This allows the Company additional flexibility to determine when it
incurs a debt in relation to a dividend. Under section 254V of the
Corporations Act, if a dividend is declared, the company incurs a
debt at the time of declaration of the dividend. However, a company
does not incur a debt merely by fixing the amount and time for
payment of a dividend (without declaring a dividend). In such cases
the debt arises only when the time fixed for payment arrives and
the decision to pay the dividend may be revoked at any time before
then. While the Company is not likely to change the way it declares
or pays dividends in practice, the Board considers it appropriate
to have the flexibility to choose when it incurs a debt in relation
to a dividend, as envisaged by the Corporations Act.
(i) Clause 88.7 of the Constitution is being amended to remove a
distinction between the way that the Company may serve legal
documents in South Australia compared with other jurisdictions;
and
(j) other tidy-up amendments.
A copy of the Company's current Constitution is available from
the Company upon request.
In order for the above changes to the Company's Constitution to
become effective, Item 4 will need to be passed by a special
resolution (that is, the resolution must be passed by at least 75%
of the votes cast by members entitled to vote on the
resolution).
The Board unanimously recommends that shareholders vote in
favour of this resolution.
NOTES
PROXIES
A member entitled to attend and vote at the Annual General
Meeting is entitled to appoint not more than two proxies. Where
more than one proxy is appointed each proxy may be appointed to
represent a specified proportion of the member's voting rights. If
the appointment does not specify the proportion of the member's
voting rights each proxy may exercise half of the member's voting
rights. A proxy need not be a member of the Company. Should you
wish to direct your proxy how to vote, please indicate your
direction in Step 2 on the proxy form, otherwise your proxy will
have a discretion to vote as they see fit. In the case of joint
holders each holder should sign the proxy form. Forms to appoint
proxies and the Power of Attorney (if any) under which they are
signed must be lodged at the registered office of the Company not
less than 48 hours before the time of the meeting.
A form of proxy is enclosed with this notice. An additional form
will be supplied by the Company on request.
For Item 3, if the chairman is your proxy or is appointed as
your proxy by default, you may direct the chairman how to vote by
ticking the relevant boxes in Step 2 of the proxy form. If you do
direct the chairman how to vote in Step 2 of the proxy form, the
chairman will vote on Item 3 in accordance with those directions.
If you do not direct the chairman how to vote on Item 3, you will
be directing the chairman to vote in accordance with the chairman's
voting intentions in respect of Item 3 (that is, in favour of Item
3) and expressly authorising the chairman to exercise your proxy in
respect of Item 3, even though Item 3 is connected directly or
indirectly with the remuneration of a member of key management
personnel.
Please note: The Chairman of the meeting intends to vote all
proxies in favour of each item of business.
RIGHT TO VOTE
In accordance with the Corporations Regulations 2001 (Cwlth),
the Board has determined that the members entitled to attend and
vote at the meeting shall be those persons who are recorded in the
register of members at 4.00 pm (WST) on Wednesday, 14 November
2012.
Enquiries
Cash Converters International Limited
Mr. D.R. Groom
61 (8) 9221 9111
Charles Stanley Securities
Dugald Carlean / Karri Vuori
+44 20 7149 6000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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