All eligible AWB Limited shareholders have been mailed a Notice of Meeting and voting forms for AWB’s Annual General Meeting (AGM) to be held in Melbourne on Thursday 14th March 2002.
AWB Limited’s Managing Director and Chief Executive, Mr Andrew Lindberg, shareholders will be asked to vote on several matters at the AGM that will have a significant impact on the Company’s future.
"The Notice of Meeting provides shareholders with details of all items of business that are to be voted on, including Director elections, a number of employee incentive schemes, Directors’ remuneration and an A Class Shareholder Incentive Plan," said Mr Lindberg.
"The Board has a responsibility to provide guidance to shareholders regarding Director elections by putting forward recommended candidates.
"In recommending candidates, the Board sought the advice of its own Nomination Committee, and that of independent experts in determining the best mix of skills and experience for the Board.
"It should be noted that no director has participated in deciding any matter - including Director elections - where they have a separate personal interest," said Mr Lindberg.
The AWB Limited Board’s election recommendations are as follows:
1. AWB Limited - Election of A Class Director by WA shareholders
- The candidates are Mr Trevor Flugge and Mr Christopher Moffet. The Board recommends that shareholders vote for the election of Mr Trevor Flügge.
2. AWB Limited - Election of B Class Director
- The candidates are Mr Stephen Chamarette and Mrs Kerry Sanderson. The Board recommends that shareholders vote for the re-election of Mrs Kerry Sanderson.
3. AWB Limited - Election of A Class Directors by NSW/ACT and VIC/TAS shareholders and AWB (International) Limited - Election of Director by SA/VIC/TAS/QLD/NT shareholders
- The Board recommends shareholders vote for the re-election of Mr John Simpson and Mr Warrick McClelland to AWB Limited and Mr Clinton Starr to AWB (International) Limited.
(These elections are uncontested but a vote is still required.)
The details on all candidates for all Director positions are outlined in the explanatory note of the Notice of Meeting.
"In addition, the Company is proposing a number of employee incentive schemes which are designed to further motivate and retain employees and align employee and shareholder interests," said Mr Lindberg.
"The majority of companies with employee schemes have seen tangible benefits in company performance, employee motivation, recruitment and retention.
"The Board recommends that shareholders vote in favour of the employee incentive schemes as they believe the plans are an essential part of aligning the interests of employees and executives with the interests of shareholders," said Mr Lindberg.
The Board also recommends shareholders vote in favour of the proposed increase in Non-Executive Directors’ remuneration and the A Class Shareholder incentive program.
"The A Class Shareholder incentive program is designed to give new A Class shareholders, who do not own B class shares and have not previously owned B Class shares (either directly or indirectly), the opportunity to purchase between 500 and 2,000 B Class shares at a discount of 10% to the market value," said Mr Lindberg.
AWB is encouraging all shareholders to vote either by attending the AGM on Thursday 14th March 2002 at the Auditorium, Level 2, Melbourne Exhibition Centre, 2 Clarendon Street, Southbank, Victoria, or through the proxy or postal voting forms contained in the Notice Of Meeting.
"I urge all shareholders to participate in the voting either at the AGM, or for those who do not anticipate attending the AGM, by using the postal or proxy voting forms contained in the mail out," said Mr Lindberg.
"Open proxy votes to the Chairman of the meeting will be exercised in accordance with the Board’s recommendations.
"We recently announced a number of pre AGM shareholder forums across Australia to give shareholders who may be unable to attend the AGM, the opportunity to discuss the Company’s performance and key issues for the AGM with AWB Directors and senior management," said Mr Lindberg.
If shareholders have any questions they should ring the AWB Shareholder Service Centre on 1800 810 032. AWB Limited’s Notice of Meeting 2002 and Annual Report are available on AWB Limited’s website www.awb.com.au, under the Investor Relations section.
For more information contact:
Ryan McKinlay, AWB Limited, 03 9209 2324 or 0408 347 282