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Notice of Annual General Meeting (AGM)

You are invited to join us at our AGM

Thursday, 10 October, 2019.

Notice is given that the AGM of Newcastle Permanent Building Society Limited (Newcastle Permanent) will be held:

Date:   Friday 8 November, 2019

Time:  12 noon 

Venue: NEX – Newcastle Exhibition & Convention Centre
             309 King Street
             Newcastle West, NSW, 2302  

This year our Annual General Meeting will be held at NEX – Newcastle Exhibition & Convention Centre, 309 King Street, Newcastle West, NSW, 2302

Business

1 Consideration of Reports  

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of Newcastle Permanent for the financial year ended 30 June 2019.

2 Re-Election of Director  

To consider and, if thought appropriate, to pass the following as an Ordinary Resolution:

2.1 That Ross Edward Griffiths, being a Director retiring pursuant to Articles 8.3 and 8.5, is re-elected as a Director.

Voting Entitlement and Notices 

The Notice of AGM contains all details of the business and the resolution proposed, as well as Explanatory Notes. 

Members who had a minimum of $500 on deposit with Newcastle Permanent for a continuous period of at least 90 days immediately preceding 30 June 2019 are members that are entitled to vote at the AGM. If you are a member who is entitled to vote and you have not received the Notice of AGM, you may request a copy by sending a written request including your name, address and account number to the Company Secretary at PO Box 5001 Hunter Region Mail Centre NSW 2310, or by email to Chris Cockburn.  

Direct Voting Option  

Newcastle Permanent is offering eligible members the option to lodge their vote directly with Newcastle Permanent as an alternative to voting at the AGM in person or appointing a proxy to vote on their behalf. A Voting Form and voting instructions are included in the Notice of AGM. By submitting a direct vote, members agree to be bound by the direct voting rules.

By Order of the Board 
Christopher Cockburn
Company Secretary 

Annual General Meeting Direct Voting Rules

Direct voting allows members to lodge their votes directly with us as an alternative to voting at the AGM in person or by proxy.


In accordance with Article 7.17 of the Constitution of Newcastle Permanent Building Society Limited (Newcastle Permanent), the Directors have adopted these rules in respect to direct voting (Rules). 

The purpose of these Rules is to permit Members to vote directly at meetings, or a class of meetings without attending those meetings in person or by proxy and encouraging greater participation by Members in meetings.

In these Rules, a word or phrase given a meaning in the Constitution has the same meaning in these Rules.

A Member who is entitled to attend and vote on a resolution at any general meeting or class of meeting is entitled to a direct vote in respect of that resolution. A 'direct vote' includes a vote delivered to Newcastle Permanent by post, fax or other electronic means approved by the Directors.

If a Member casts a direct vote on a particular resolution, they are taken to have revoked (or suspended in the case of a standing appointment) the authority of a previously authorised proxy, attorney or Representative to vote on their behalf on that resolution.

If Newcastle Permanent receives a valid direct vote on a resolution and, prior to, after or at the same time as receipt of the direct vote, Newcastle Permanent receives an instrument appointing a proxy, attorney or Representative to vote on behalf of the same member on that resolution, Newcastle Permanent may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or Representative on the resolution at the meeting.

If sent by post or fax, the direct vote must be signed by the Member or on the Member’s behalf under an appropriate authority (such as Power of Attorney).
If the Member is a corporation, the direct vote must be signed under the common seal of the company, or by two directors, or one director and the company secretary, or by a sole director/secretary, or by a Representative or attorney. If the corporation has a sole director/secretary, or has appointed a Representative or attorney, it must state this fact on the direct voting instrument.

If sent by electronic transmission the direct vote is to be taken to have been signed if it has been signed or authorised by the Member in the manner approved by the Directors or specified in the notice of meeting.

A direct vote includes any form of vote that the Directors may prescribe or accept including by any electronic means.

At least 48 hours before the time for holding the relevant general meeting, an adjourned meeting or a poll at which a person proposes to cast a notice of their voting intention, there must be received at Newcastle Permanent‘s Head Office or such other place as is specified for that purpose in the notice of meeting, or be transmitted to a facsimile number at Newcastle Permanent‘s Head Office or a facsimile number or electronic address specified for that purpose in the notice of meeting: 

(a) notice of their voting intention; and 

(b) any authority or power under which the direct vote was signed or a certified copy of that power or authority.

A notice of a voting intention is valid if it contains the following information:

(a) the Member’s name and address or any applicable identifying notations such as their member number or similar approved by the Directors or specified in the notice of meeting; and

(b) the Member’s voting intention on any or all of the resolutions to be put before the meeting.

A vote cast in accordance with a direct vote is valid even if before the vote was cast the Member:

(a) died;

(b) became of unsound mind; or

(c) wishes to change their vote,

unless written notification of the relevant event is received at Newcastle Permanent‘s Head Office before the meeting, adjourned meeting or the taking of the poll in respect of which the direct vote was to have been cast.

A direct vote on a resolution at a meeting is of no effect and will be disregarded:

(a) if, at the time of the resolution, the person who cast the direct vote:

(i) is not entitled to vote on the resolution; or
(ii) would not be entitled to vote on the resolution if the person were present at the meeting at which the resolution is considered;

(b) if, had the vote been cast in person at the meeting at which the resolution is considered:

(i) the vote would not be valid; or
(ii) Newcastle Permanent would be obliged to disregard the vote;

(c) subject to these Rules, if the person who cast the direct vote is present in person at the meeting at the time the resolution is considered; and

(d) if the direct vote was cast otherwise than in accordance with these Rules.

The Chair’s decision as to whether a direct vote is valid is conclusive.

A Member who has cast a direct vote is entitled to attend the meeting. The Member’s attendance cancels the direct vote, unless the Member instructs Newcastle Permanent.

If a vote is taken at a meeting on a resolution on which a direct vote was cast, the Chair of the meeting must:

(a) on a vote by show of hands, exclude each Member who has submitted a direct vote for or against the resolution; and

(b) on a poll, count the votes cast by each Member who has submitted a direct vote directly for or against the resolution.

The Chair of a meeting should call for a poll on a resolution where they believe that, having regard to the direct votes cast or directed proxies received, the result may differ from that obtained on a show of hands.

The Chair of a meeting must ensure that a certificate signed by the returning officer of direct votes received is available at the meeting ahead of any vote being taken. The returning officer will be the Company Secretary unless the Chair nominates another person.

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