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Notice of Annual General Meeting (AGM)

You are invited to join us at our online AGM

Thursday, 8 October, 2020.

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

Date:   Thursday 5 November, 2020

Time:  12 noon 

Venue: Virtually at https://web.lumiagm.com/396108416being an online platform that members can log into to view, participate in, and vote at the meeting.

Given the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic, there will not be a physical venue for members to attend the AGM this year. This is in line with temporary amendments to the AGM requirements in Australia and current regulatory guidance.

For instructions on accessing and participating in the online meeting please see the Notice of AGM, Online Meeting Guide or the Frequently Asked Questions below.

This year our Annual General Meeting will be online, please follow link to attend: https://web.lumiagm.com/396108416

 

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 2020.

2  Election and re-election of Directors  

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

2.1 That Jennifer Margaret Leslie, being a Director retiring pursuant to Articles 8.3 and 8.5 of the Constitution, is re-elected as a Director.
2.2 That Karina Wai-Yee Kwan, being a Director appointed by the Directors pursuant to Article 8.8 of the Constitution, is elected as a Director.
2.3 That Nicola Janine Page, being a Director appointed by the Directors pursuant to Article 8.8 of the Constitution, is elected as a Director.

3 Change of auditor

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

3.1 That the firm of Deloitte Touche Tohmatsu be and is hereby appointed as the Auditor of Newcastle Permanent Building Society Limited.

 

Voting Entitlement and Notices 

 

The Notice of AGM contains all details of the business and the resolutions 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 2020 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, online or by post, as an alternative to voting at the AGM or appointing a proxy to vote on their behalf. Instructions for lodging a direct vote or appointing a proxy 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.

Frequently asked questions

Newcastle Permanent’s Annual General Meeting (AGM) will be held at 12:00pm (AEDT) on Thursday, 5 November 2020.

No.

Due to continuing developments in relation to the coronavirus (COVID-19), and in light of continuing restrictions on large gatherings, we have made some changes to our approach this year, with the health and safety of our members and employees being of paramount importance.

Accordingly, the AGM will be made accessible to members via an online platform only, which will include the facility for members to ask questions in relation to the business of the meeting and to vote in real time at the meeting. There will not be a physical venue for members to attend the AGM this year.

To participate in the AGM virtually via the online platform, visit https://web.lumiagm.com/396108416 on your smartphone, tablet or computer. You should use the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox as your browser to log in to the meeting.

To participate in the meeting, you will need to enter your customer number and the postcode registered to your membership (or country code if you reside overseas). If you do not know your customer number please call us on 13 19 87.

Overseas members should refer to the Online Meeting Guide available at www.newcastlepermanent.com.au/agm for their country code details. Online registration will open 1 hour before the start of the meeting.

Appointed proxies can receive their virtual meeting login details by contacting Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Further instructions on how to participate online are located in the Notice of AGM and the Online Meeting Guide (see www.newcastlepermanent.com.au/agm).

To lodge your vote or appoint a proxy before the AGM, the deadline is 12:00pm (AEDT) on Tuesday, 3 November 2020.

Direct votes or proxy appointments must be lodged no later than this date and time for it to count.

Yes, you will. If you have asked for a copy of our Notice of AGM, this information is contained in the communication we have sent to you.

If you need assistance locating your customer number, please call us on 13 19 87.

Persons 18 years or over and appearing on Newcastle Permanent’s register of members at 5:00pm on Tuesday, 3 November 2020 who had a minimum of $500 on deposit with Newcastle Permanent for a continuous period of at least 90 days immediately preceding 30 June 2020 are eligible to vote.

Please see the Notice of AGM for further details.


Yes.

You can join during the course of the meeting at https://web.lumiagm.com/396108416.

Voting will remain open until the Chair declares the poll closed.

To vote:

When the Chair declares the poll open:

  • A voting icon will appear on your device and the meeting resolutions will be displayed.
  • To vote, tap one of the voting options. Your response will be highlighted.
  • To change your vote, simply press a different option to override.
  • The number of items you have voted or are yet to vote on will be displayed at the top of the screen.
  • Votes may be changed up to the time the Chair closes the poll.

Please note: The screen will indicate (next to your name) whether you are eligible to vote. The voting functionality will appear on the screen for all members, however only the votes lodged by those members that are eligible to vote (see above at question 8) will be counted for the purposes of the tally.

To ask a question:

Tap on the ‘questions’ icon to submit a question, type your question in the chat box at the bottom of the screen and then select the ‘send’ icon. Confirmation that your message has been received will appear.


Please refer to the Online Meeting Guide or contact Computershare Investor Services on +61 3 9415 4024.

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