ASTRO JAPAN PROPERTY GROUP ASX/Media Release
1 October 2014
NOTICE OF ANNUAL GENERAL MEETINGAstro Japan Property Group (ASX: AJA) advises that the 2014 Annual General Meeting of securityholders of Astro Japan Property Group Limited will be held in conjunction with the 2014
Annual General Meeting of securityholders of the Astro Japan Property Trust as follows:
Time of Meeting: 10.00am
Date of Meeting: Wednesday, 12 November 2014
Place of Meeting: Sofitel Sydney Wentworth, Hobart Room, Ground Floor, 61-101 Phillip
Street, Sydney NSW
The attached Notice of Meeting and Proxy Form are being despatched to securityholders today. These documents are also available on the home page of AJA's website at www.astrojapanproperty.com.
ENDS
Rohan Purdy
Company Secretary
Phone: +61 2 8987 3903 (Australia)
About Astro Japan Property Group (AJA)
Astro Japan Property Group is a listed property group which invests in the Japan real estate market. It currently holds interests in a portfolio comprising 30 retail, office and residential properties. Asset management services in Japan are generally undertaken by Spring Investment Co., Ltd.
AJA is a stapled entity comprising Astro Japan Property Trust (ARSN 112 799 854) and Astro Japan Property Group Limited (ABN 25 135 381 663). For further information please visit our website: www.astrojapanproperty.com.
______________________________________________________________________________
Notice is given that the 2014 Annual General Meeting of securityholders of Astro Japan Property Group Limited (ABN 25 135 381 663) (Company) will be held in conjunction with the 2014 Annual General Meeting of securityholders of the Astro Japan Property Trust (ARSN 112 799 854) (Trust) at 10.00am (Sydney time), on Wednesday, 12 November 2014 at the Sofitel Sydney Wentworth, Hobart Room, Ground Floor, 61-101
Phillip Street, Sydney NSW (Meeting).
Additional information concerning the proposed resolutions is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting. In this Notice, the 'Astro Group' refers to the Company and the Trust.
If you are unable to attend the Meeting you are encouraged to appoint a proxy to attend and vote on your behalf by completing and returning the Proxy Form attached to this Notice. You can direct your proxy how to vote by following the directions on the Proxy Form. Securityholders are encouraged to direct their proxy how to vote on each of the proposed resolutions. The completed Proxy Form must be received by the Astro Group's security registry no later than 10.00am (Sydney time) on Monday, 10 November 2014.
In accordance with section 252S(1) of the Corporations Act 2001 (Cth), Astro Japan Property Management
Limited as Responsible Entity of the Trust appoints Mr Allan McDonald to act as Chairman of the Meeting.
______________________________________________________________________________
ORDINARY BUSINESSITEM 1 FINANCIAL REPORT - Company and Trust
To receive and consider the Financial Reports, Directors' Reports and Auditor's Reports of the
Astro Group for the year ended 30 June 2014.
Note: There is no requirement for securityholders to approve these reports.
ITEM 2 RESOLUTIONS
Resolution 1: Remuneration Report - Company only
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the
Company:
"That the Remuneration Report for the year ended 30 June 2014 be adopted."
Note: This resolution is advisory only and does not bind the Directors or the Company, and is subject to voting exclusions as outlined in the notes accompanying this Notice of Meeting.
Resolution 2: Re-Election of Mr Douglas Mortimer Clemson as a Director - Company only
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the
Company:
"That Mr Douglas Mortimer Clemson, being a Director of the Company who retires by rotation in accordance with article 7.1(c) of the Company's Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company."
Invitation
After the Meeting, all securityholders are invited to join the Directors for light refreshments.
By order of the Boards of Astro Japan Property Group Limited and Astro Japan Property Management
Limited (as Responsible Entity of the Astro Japan Property Trust) Dated: 1 October 2014
Rohan Purdy
Company Secretary
Astro Japan Property Group Limited (ABN 25 135 381 663); and
Astro Japan Property Management Limited (ABN 94 111 874 563; AFSL 283142) as Responsible Entity of the Astro Japan Property Trust (ARSN 112 799 854)
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NOTES RELATING TO VOTING AND PROXIES Entitlement to attend and vote at the Meeting
Only registered holders of stapled securities as at 7.00pm (Sydney time) on Monday, 10 November 2014 will be eligible to attend and vote at the Meeting. Accordingly, transfers of stapled securities registered after that time will be disregarded in determining entitlement to attend and vote at the Meeting.
Voting Exclusions
- Resolution 1
The Corporations Act 2001 (Cth) restricts members of the key management personnel of the Astro Group (which includes each of the directors) (KMP) and their closely related parties from voting in some circumstances.
'Closely related party' is defined in the Corporations Act 2001 (Cth) and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP.
As Resolution 1 is directly or indirectly related to the remuneration of a member of the KMP, the Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:
• members of the KMP (being the directors and other KMP as disclosed in the Company's Remuneration
Report); and
• closely related parties of those persons,
as well as any votes cast as a proxy on this Resolution by a member of the KMP at the date of the Meeting and their closely related parties, unless the vote is cast:
• as proxy for a securityholder entitled to vote on Resolution 1, in accordance with a direction on the Proxy
Form; or
• by the Chairman of the Meeting as proxy for a person entitled to vote on Resolution 1 pursuant to an express authorisation to exercise the proxy as the Chairman of the Meeting sees fit (even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP).
Voting Rights
On a show of hands, every person present and entitled to vote has one vote and if one proxy has been appointed, that proxy will have one vote on a show of hands. Under the Company's Constitution, if a securityholder appoints two proxies or attorneys to vote at the same general meeting, neither proxy nor attorney may vote on a show of hands if more than one proxy or attorney attends.
On a poll:
• in the case of a resolution of the Company, each securityholder present in person or by proxy, attorney or duly appointed corporate representative and entitled to vote, has one vote for each fully-paid security they hold; and
• in the case of a resolution of the Trust, each securityholder present in person or by proxy, attorney or duly appointed corporate representative and entitled to vote, has one vote for each dollar of the value of the securities in the Trust they hold.
If stapled securities are jointly held, only one of the joint holders is entitled to vote. If more than one securityholder votes in respect of jointly held stapled securities, only the vote of the securityholder whose name appears first in the register will be counted.
Majority required
Resolutions 1 and 2 are ordinary resolutions and will be passed if more than 50% of votes cast by securityholders present at the Meeting in person or by proxy, attorney or duly appointed corporate representative and entitled to vote on each resolution are cast in favour of the resolution.
Corporate Securityholders
In order to vote at the Meeting (other than by proxy), a corporation that is a securityholder must appoint a person to act as its representative. The appointment must comply with section 250D (for a meeting of the Company) or section 253B (for a meeting of the Trust) of the Corporations Act 2001 (Cth). The representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.
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Proxies
If you do not plan to attend the Meeting in person, you are encouraged to complete and return the Proxy Form that accompanies this Notice of Meeting. A proxy need not be a securityholder and may be an individual or body corporate.
If you are entitled to cast two or more votes, you may appoint two proxies. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. If you wish to appoint a second proxy, please contact the Astro Group's security registry by telephoning +61 1800 881 098 to obtain a second Proxy Form.
You can direct your proxy how to vote by following the instructions on the Proxy Form. Securityholders are encouraged to direct their proxy how to vote on each resolution (e.g. 'for', 'against' or 'abstain' by ticking the relevant box next to each item of business on the Proxy Form).
Any directed proxies that are not voted on a poll at the Meeting by a securityholder's appointed proxy will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed on a poll.
The KMP and their closely related parties will not be able to vote as your proxy on Resolution 1 unless you direct them how to vote, or, if the Chairman of the Meeting is your proxy, you expressly authorise him to vote as he sees fit on Resolution 1. If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) or one of their closely related parties as your proxy, please ensure you direct them how to vote on Resolution 1. If you appoint the Chairman of the Meeting as your proxy, or the Chairman of the Meeting is appointed as your proxy by default, but you do not direct him how to vote on Resolution 1, you will be taken to have expressly authorised the Chairman of the Meeting to vote as he decides.
All Proxy Forms and any power of attorney or other authority (if any) under which it is signed (or a certified copy of it), must be received by the Astro Group's security registry no later than 10.00am (Sydney time), Monday, 10 November 2014, and can be lodged using the enclosed reply paid envelope or by any of the following methods:
• by mail to Astro Japan Property Group, c/- Link Market Services Limited, Locked Bag A14, Sydney
South NSW 1235; or
• by hand to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or
• by fax to Link Market Services Limited, + 61 2 9287 0309.
Alternatively the Proxy Form may be lodged online at the Astro Group's security registry website www.linkmarketservices.com.au in accordance with the instructions provided on the website. You will need your Holder Identification Number (HIN) or Security Reference Number (SRN) as shown on your Proxy Form. You will be taken to have signed the Proxy Form if you lodge it in accordance with the instructions provided on the website.
Proxy Forms received after 10.00am (Sydney time), Monday, 10 November 2014 will be invalid.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of the Notice of Meeting dated 1 October 2014 and contains information about the resolutions set out in the Notice of Meeting.
The Directors recommend that securityholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.
ORDINARY BUSINESS
ITEM 1 - FINANCIAL REPORT
In accordance with the Corporations Act 2001 (Cth) ('Corporations Act') the Astro Group was required to prepare the following Financial Reports for the year ended 30 June 2014 which will be laid before the Meeting:
• Financial Report of the Astro Japan Property Group ('Astro Group'), which includes the consolidated financial statements of the Astro Group, which comprises the Trust and its controlled entities and the Company and its controlled entity, and a Directors' Report and Auditor's Report, for the year ended 30
June 2014; and
• Financial Report of the Company, which includes the consolidated financial statements of the
Company and its controlled entity, and a Directors' Report and Auditor's Report, for the year ended 30
June 2014.
Both Financial Reports are included in the Astro Group Annual Report 2014 which has been sent to securityholders and released to the ASX, and is also available on the home page of the Astro Group's website http://www.astrojapanproperty.com/www.astrojapanproperty.com.
Securityholders are not required to approve the Financial Reports or the Directors' and Auditor's Reports. Securityholders will be provided with a reasonable opportunity as a whole to discuss the financial and other reports and to ask questions about or raise comments on the management and affairs of the Astro Group at the Meeting.
Also, a reasonable opportunity will be given to securityholders as a whole to ask the Astro Group's auditor, Deloitte Touche Tohmatsu ('Auditor'), questions relevant to the conduct of the audit, the preparation and content of the Auditor's Reports, the accounting policies adopted by the Astro Group in relation to the preparation of its financial statements and the independence of the Auditor in relation to the conduct of the audit.
Securityholders may submit written questions relevant to these matters to the Auditor. If written questions are received, the question list will be made available to securityholders attending the Meeting. The Auditor may answer the questions at the Meeting or table written answers. If written answers are tabled, they will be
made available to securityholders after the Meeting.
Please send any written questions for the Auditor:
• to the Astro Group's registered office, Suite 4, Level 10, 56 Pitt Street, Sydney NSW 2000, Attention: Company Secretary;
• by facsimile to the Astro Group, + 61 2 8987 3999; or
• to Link Market Services at the address included in the Notice of Meeting, by no later than 5.00pm (Sydney Time) on Wednesday, 5 November 2014. There is no vote on this item of business.
ITEM 2 - RESOLUTIONS
Resolution 1 - Remuneration Report
The Remuneration Report sets out the Astro Group's remuneration arrangements for Directors and other Key Management Personnel. The Remuneration Report is set out in the Astro Group Annual Report 2014 which has been sent to securityholders and released to the ASX, and is also available on the home page of the Astro Group's website http://www.astrojapanproperty.com/www.astrojapanproperty.com.
The Chairman of the Meeting will allow a reasonable opportunity for securityholders as a whole to ask questions about, or make comments on, the Remuneration Report at the Meeting.
The vote on the Remuneration Report is advisory only, and does not bind the Directors or the Company. The Board of the Company will take into account the discussion on this resolution and the outcome of the vote when considering the future remuneration arrangements of the Company.
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The Directors unanimously recommend that securityholders vote in favour of adopting the Remuneration
Report.
The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.
- Voting Exclusion
A voting exclusion applies to this resolution, as set out in the Notice of Meeting.
Resolution 2 - Re-Election of Mr Douglas Clemson as a Director
Mr Clemson retires as a Director of the Company in accordance with article 7.1(c) of the Constitution of the
Company and, being eligible, offers himself for re-election.
Mr Clemson has been an Independent Non-Executive Director of the Company, Chairman of the Audit, Risk
& Compliance Committee and member of the Remuneration Committee since 31 December 2011.
Mr Clemson has extensive financial and commercial experience, having been the former Finance Director and CFO of Asea Brown Boveri (ABB) where he was responsible for the corporate and project finance needs of the ABB group in Australia and New Zealand. Prior to joining ABB, he held senior line management and finance executive positions with manufacturing groups, Australian Consolidated Industries Ltd and Smiths Industries Limited. Mr Clemson has over 25 years experience as a Director on various listed company and unlisted company boards, and he has been the chairman of the audit, risk and compliance committees of ASX listed companies (most recently Infigen Energy Group) since 2002.
The Directors (other than Mr Clemson) unanimously recommend that securityholders vote in favour of this resolution.
The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 2.
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ONLINE
LODGE YOUR VOTE
www.linkmarketservices.com.au
Astro Japan Property Group
Astro Japan Property Group Limited ABN 25 135 381 663
Astro Japan Property Management Limited
ABN 94 111 874 563 AFSL 283142
By mail:
Astro Japan Property Group
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
By fax: +61 2 9287 0309
as responsible entity of the Astro Japan Property Trust
ARSN 112 799 854
All enquiries to: Telephone: +61 1800 881 098
SECURITYHOLDER VOTING FORM
I/We being a securityholder(s) of Astro Japan Property Group ("Group") and entitled to attend and vote hereby appoint:
STEP 1
the Chairman of the Meeting (mark box)
APPOINT A PROXYOR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Astro Japan Property Group Limited ("Company") and at the Annual General Meeting of Astro Japan Property Trust ("Trust") to be held at 10:00am on Wednesday, 12 November 2014, at the Sofitel Sydney Wentworth, Hobart Room, Ground Floor, 61-101 Phillip Street, Sydney NSW (the "Meeting") and at any adjournment or postponement of the Meeting.
Chairman authorised to exercise proxies on remuneration related resolutions (Resolution 1): Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 1 as the Chairman sees fit (except where I/we have indicated a voting intention below) and acknowledge that the Chairman of the Meeting may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel.
The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.
Proxies will only be valid and accepted by the Company and the Trust if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X
STEP 2
Resolution 1
Remuneration Report
Resolution 2
Re-Election of Mr Douglas Clemson
VOTING DIRECTIONSFor Against Abstain*
Important for Resolution 1 - If the Chairman of the Meeting is your proxy (or is appointed as your proxy by default)
If you wish to give the Chairman of the Meeting a specific voting direction on Resolution 1, you should mark the appropriate box opposite Resolution 1 (directing your proxy to vote 'for', 'against' or to 'abstain' from voting). If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), and you do not mark a voting direction box above in respect of Resolution 1, you are expressly authorising the Chairman of the Meeting to vote in respect of Resolution 1 as the Chairman sees fit (see Step 1 above).
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3
SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETEDSecurityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
AJA PRX401R
HOW TO COMPLETE THIS PROXY FORM
Your Name and Address
This is your name and address as it appears on the Group's security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the meeting but does not vote on a poll on an item of business, the Chairman of the Meeting will become your proxy in respect of that item (and must vote any directed proxy as directed). A proxy need not be a securityholder of the Group. A proxy may be an individual or a body corporate.
Votes on Items of Business - Proxy Appointment
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses, subject to any voting exclusions that apply (refer to the Notice of Meeting). If you mark more than one box on an item your vote on that item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Group's security registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together.
Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
Corporate Representatives
If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Group's security registry.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Monday, 10 November 2014, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
by mail:
Astro Japan Property Group
C/- Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
by fax:
+61 2 9287 0309
by hand:
delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street,
Sydney NSW 2000.
If you would like to attend and vote at the Annual General Meeting, please bring this form with you.
This will assist in registering your attendance.
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