TIDMCCVU
RNS Number : 1904Q
Cash Converters International Ld
14 October 2011
Notice of Annual General Meeting,
Explanatory Statement
and Proxy Form
FOR THE
ANNUAL GENERAL MEETING
OF
CASH CONVERTERS INTERNATIONAL LIMITED
TO BE HELD AT
THE WESTERN AUSTRALIAN CLUB
101 ST GEORGES TERRACE
PERTH WA 6000
WEDNESDAY 16 NOVEMBER 2011
COMMENCING AT 10.00AM (WESTERN AUSTRALIAN TIME)
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 Wednesday 16 November 2011 at:
The Western Australian Club
101 St Georges 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 2011 and the related directors' report, directors'
declaration and auditor's report.
Item 2 - Re-election of Mr William Love
To consider and, if thought fit, pass the following as an
ordinary resolution:
"That Mr William Love, who retires and, being eligible, offers
himself for re-election, be re-elected as a director."
Item 3 - Re-election of Mr Joseph Beal
To consider and, if thought fit, pass the following as an
ordinary resolution:
"That Mr Joseph Beal, who retires and, being eligible, offers
himself for re-election, be re-elected as a director."
Item 4 - 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 2011 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 4
by or on behalf of a member of the Company's or the group's key
management personnel details of whose remuneration are included in
the Remuneration Report or a closely related party of such a member
unless:
-- the vote is cast as a proxy;
-- the appointment is in writing and specifies how the proxy is
to vote on Item 4; and
-- the vote is not cast on behalf of such a member or a closely
related party of such a member.
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 - 27 September 2011
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 ordinary business,
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 2011 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 WILLIAM LOVE
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 William Love, who is required to retire in accordance with
clauses 52.1 and 52.2, has been a non-executive director of the
Company since 5 November 2009 and is currently a member of the
Company's Audit, Remuneration and Nomination Committees.
Mr Love is a licensed Certified Public Accountant and a
Certified Valuation Analyst, and since January 1993 has practised
public accounting in the Austin, Texas based William C Love
accounting firm. From 1972 to 1993, Mr Love worked with the
accounting firm of KPMG Peat Marwick and its predecessors,
including appointments as Partner in Charge of Audit, Partner in
Charge of Tax and Managing Partner of its Austin, Texas office. Mr
Love has served as an independent director of EZCORP, Inc. since
October 2008 and has served as chairman of the Audit Committee of
the EZCORP board of directors since November 2009.
Being eligible, Mr Love offers himself for re-election as a
director. The Board (other than Mr Love, who abstained) unanimously
recommends that shareholders vote in favour of this resolution.
ITEM 3 - RE-ELECTION OF MR JOSEPH BEAL
Although only one director is required to retire this year under
clause 52.1 of the Company's Constitution, Mr Joseph Beal has
elected to resign and offer himself for re-election as a director
because he expects to attend this year's Annual General Meeting in
person.
Mr Beal has been a non-executive director since 5 November 2009
and is currently a member of the Audit, Remuneration and Nomination
Committees.
Until his retirement in January 2008, Mr Beal was the General
Manager and Chief Executive Officer of the Lower Colorado River
Authority (LCRA), a Texas conservation and reclamation district
with over $1 billion in annual revenues, over $3 billion in assets
and more than 2,200 employees. Mr Beal joined LCRA in 1995 to lead
its Water Services division, and was appointed by the LCRA board in
January 2000 to become its eighth General Manager and Chief
Executive Officer. Before joining LCRA, Mr Beal was Senior Vice
President and Chief Operating Officer at Espey Huston &
Associates, an international engineering and environmental
consulting firm based in Austin. Mr Beal has served as an
independent director of EZCORP, Inc. since August 2009 and serves
on the Compensation Committee.
Being eligible, Mr Beal offers himself for re-election as a
director. The Board (other than Mr Beal, who abstained) unanimously
recommends that shareholders vote in favour of this resolution.
ITEM 4 - 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, under changes to the Corporations Act which came into
effect on 1 July 2011, 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 2012 Annual General Meeting, the
Company will be required to put to shareholders a resolution at the
2012 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 2012 Annual
General Meeting. All of the directors who were in office when the
2012 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 4, 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 4 under the "Proxies" section below.
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 must 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. 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 4, if the chairman is your proxy or is appointed as
your proxy by default, you must either direct the chairman how to
vote in Step 2 of the proxy form, or mark the box in Step 1 of the
proxy form. By marking the box in Step 1 of the proxy form, you
will be directing the chairman to vote in accordance with the
chairman's voting intentions on Item 4 (that is, in favour of the
resolution). If you do not mark the box, and you do not direct your
proxy how to vote on Item 4, the chairman 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 item. By marking the
box you will be directing the chairman to vote in accordance with
the chairman's voting intentions on Item 4 (except where you have
indicated a different voting intention in Step 2 of the proxy form)
and acknowledging that the chairman may exercise your proxy even
though Item 4 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 Monday 14 November
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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