DICK SMITH HOLDINGS LTD Notice is hereby given that the 2015 Annual General Meeting of Dick Smith Holdings Limited ('Dick Smith' or 'the Company') will be held at the Dick Smith Support Office, 2 Davidson Street, Chullora, NSW on Wednesday 28 October 2015 at 11:00am.
Dick Smith Holdings Limited
ACN 166 237 841
Financial Statements and Reports
To receive and consider the Financial Report, the Directors' Report and the Report of the Independent Auditor for the year ended 28 June 2015.
There is no vote on this item.
Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
'To adopt the Remuneration Report of the Company for the year ended 28 June 2015 as set out on pages 34 to 46 of the Company's 2015 Annual Report.'
Under the Corporations Act 2001 (Cth), the vote on this resolution is advisory only and does not bind the Directors or the Company. An explanatory note to this item appears on page 3. Voting exclusions for this item appear on page 2.
Re-election of Directors
To re-elect as Directors:
Mr Robert Murray, being a Director of Dick Smith who retires by rotation, in accordance with Clause 59 of the Company's Constitution, offers himself for re-election as a Director of Dick Smith.
Mr Jamie Tomlinson, who having been appointed as a Director of Dick Smith on 10 April 2015, in accordance with Clause 58 of the Company's Constitution, offers himself for re-election as a Director of Dick Smith.
Grant of Performance Rights under the Long Term Incentive Plan to the Executive Directors
'That the grant to the Managing Director and CEO, Mr Nick Abboud, under the Company's Long Term Incentive Plan of 378,769 Performance Rights to acquire ordinary shares, on the terms and conditions set out in the Explanatory Notes, be approved.'
'That the grant to the Finance Director and CFO, Mr Michael Potts, under the Company's Long Term Incentive Plan of 145,680 Performance Rights to acquire ordinary shares, on the terms and conditions set out in the Explanatory Notes, be approved.'
a proxy need not be a shareholder of the Company and may be either an individual or a corporation. A corporation appointed as a proxy will need to appoint an individual as its corporate representative, with evidence of the appointment of a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) and lodged with the Company before the Meeting or at the registration desk on the day of the Meeting;
a member entitled to cast 2 or more votes may appoint 2 proxies; and
where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member's voting rights. If a member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise,
a member of the key management personnel of the Company details of whose remuneration are included in the Remuneration Report; or
any other member of the key management personnel.
it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.
it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.
it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.
EXPLANATORY NOTES TO THE AGENDA ITEMSFinancial Statements and Reports
In accordance with the requirements of the Corporations Act 2001 (Cth) the Financial Statements, Directors' Report and Auditor's Report of the
Company for the most recent financial year (being the 52 week period ended 28 June 2015), which are included in the Company's Annual Report, will be laid before the Annual General Meeting ('Meeting'). Shareholders will be provided with the opportunity to ask questions about the reports or about the Company generally, but there will be no formal resolution put to the meeting. A representative of the Company's external auditor will be present at the Meeting and will be able to answer questions about the Auditor's Report.
Remuneration Report
The Company's Remuneration Report for the year ended 28 June 2015 is set out on pages 34 to 46 of the 2015 Annual Report, which is available on the Company's website: dicksmithholdings.com.au.
The Company recognises the important role all employees play in achieving the Company's financial performance and shareholder wealth creation
and has adopted a remuneration strategy which attracts, appropriately rewards, incentivises and retains high caliber individuals. The Remuneration Report outlines the Company's remuneration policy, strategy and framework and the remuneration conditions for Directors and other KMP.
A resolution for the adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act 2001 (Cth). The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the Company's remuneration practices and policies.
Directors' Recommendation: The Directors unanimously recommend that shareholders vote in favour of the adoption of the Remuneration Report.
Re-election of Directors
The Board is comprised of six Directors. The Directors have been selected for their relevant experience and expertise. They bring to the Board a variety of skills and experience, including industry and business knowledge, financial management, accounting, legal, operational and corporate governance experience.
The Directors believe it in the interest of the shareholders that each Director subject to re-election be re-elected as a member of the Board and unanimously support (with the individual Director abstaining in respect of their own re-election) the re-election of the Directors. Further background on each Director seeking re-election is provided below.
Rob Murray, Independent Chairman and Non-Executive Director BA Hons Economics, MA Hons (Cantab)
Rob was appointed an Independent Non-Executive Director of the Company on 12 August 2014; and on 28 February 2015, was appointed
Chairman. Rob has extensive knowledge of fast moving consumer goods, sales and marketing. Rob served as Managing Director and CEO of Lion
Limited and predecessor Lion Nathan Limited from October 2004, and as an Executive Director until 2012, prior to which he was Chief Executive Officer of Nestlé Oceania. Rob is Chairman of Metcash Limited and is an Independent Non-Executive Director of Southern Cross Media Limited. Rob is a former Independent Non-Executive Director of Super Retail Company Limited, Lion Pty Limited, Linfox Logistics Pty Limited and the Kirin Limited International Advisory Board. Rob is currently Chairman and a member of the Remuneration and Nomination Committee.
Jamie Tomlinson, Independent Non-Executive Director BBS, GAICD
Grant of Performance Rights under the Long Term Incentive Plan to the Executive Directors
For the 50% of Performance Rights with a performance period concluding on 1 July 2018, the exercise period commences on 1 July 2018 (First Exercise Date) and concludes at 5.00pm (Sydney time) on 30 June 2019 (Last Exercise Date).
For the remaining Performance Rights granted pursuant to the Offer and that have a performance period concluding on 1 July 2019, the exercise period commences on 1 July 2019 (First Exercise Date) and concludes at 5.00pm (Sydney time) on 30 June 2020 (Last Exercise Date).
below the 51st percentile TSR growth - 0%;
at the 51st percentile TSR growth - 50%;
between the 51st percentile and the 75th percentile TSR growth - pro-rata straight-line between 50% and 100%
above the 75th percentile TSR growth - 100%.
less than 4% EPS growth per annum - 0%;
at 4% EPS growth per annum - 70%;
between 4% and 10% EPS growth per annum - pro-rata straight-line between 70% and 100%
above 10% EPS growth per annum - 100%.
on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares 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; and
return both forms together.
Each resolution will be voted on separately. The non-candidate Directors unanimously support the re-election of both the Director candidates. An explanatory note to this item appears on page 3. Voting exclusions for this item appear on page 2.
To consider for the purposes of ASX Listing Rule 10.14, and all other purposes, and if thought fit, to pass the following resolutions as ordinary resolutions:
Each resolution will be voted on separately. An explanatory note to this item appears on page 4. Voting exclusions for this item appear on page 2.
By order of the Board
David Cooke Company Secretary 16 September 2015
1
HOW TO VOTEPursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors of Dick Smith have determined that for the purpose of the meeting, the shares in the Company shall be taken to be held by the persons who were registered as shareholders at 7:00pm on Monday,
26 October 2015.
PROXIES
A shareholder entitled to attend and vote at the Annual General Meeting is entitled to vote directly or appoint a proxy:
each proxy may exercise half the votes. Additional hard copy proxy forms will be supplied by the Company's share registrar, Link Market Services Limited, upon request for the purpose of appointing a second proxy, or the second proxy can be appointed online at linkmarketservices.com.au.
If you are not able to attend the Meeting, we encourage you to lodge your vote electronically at linkmarketservices.com.au, by facsimile to
+61 2 9287 0309 or return your Proxy Form in the envelope provided to Link Market Services, Locked Bag A14, Sydney South NSW 1235. To log in you will need your holder number and postcode for your shareholding. These can be found on the top right hand corner of your Prox y Form. For your proxy to be valid, you will need to ensure that it is lodged by no later than 11:00am on Monday, 26 October 2015.
You are also able to lodge questions relating to items of business electronically at linkmarketservices.com.au or return your Question Form in the envelope provided. All questions should be received no later than Wednesday, 21 October 2015.
The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions set out in this Notice to the extent permitted by law. If you appoint the Chairman of the meeting as your proxy and you do not direct the Chairman how to vote on a resolution, you authorise the Chairman to exercise the proxy and vote as the Chairman sees fit, even if the resolution is connected directly or indirectly with the remuneration of:
The Corporations Act 2001 (Cth) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons, on three of the resolutions to be considered at the Meeting. These voting exclusions are described below.
Resolution 2 (Remuneration Report)
The Company will disregard any votes cast on the resolution by or on behalf of a member of the key management personnel (KMP) or a KMP's closely related party or as a proxy by a member of the KMP or a KMP's closely related party.
However the Company need not disregard a vote if:
Resolution 3 (Re-election of Directors)
The Company will disregard any votes cast on the resolution by the individual Director proposed for re-election or by his closely related party or as a proxy by a member of the Director proposed for re-election or by his closely related party.
However the entity need not disregard a vote if:
Resolution 4 (Grant of Performance Rights under the Long Term Incentive Plan to the Executive Directors)
The Company will disregard any votes cast on each resolution by the Executive Director subject to the grant or by his closely related party or as a proxy by a member of the Director subject to the grant or by his closely related party.
However the entity need not disregard a vote if:
Jamie was appointed as an Independent Non-Executive Director of the Company on 10 April 2015. Jamie was Chief Financial Officer of Lion
Limited, a role he held from 2003 to 2015. Lion has sales exceeding $5 billion with current or prior operations in brewing, soft drinks, property, dairy, retail and wine. As Lion's CFO, Jamie's accountabilities included strategy, governance, risk, tax, accounting and reporting (IFRS, J-GAP,
J-SOX, ASX), investor relations, treasury, shared services, IT, team culture and leadership development. Jamie was a Non-Executive Director of ASX-listed Little World Beverages Pty Ltd from 2000 to 2012. Jamie has extensive knowledge and experience in strategy development and implementation, debt and equity markets, stakeholder engagement, mergers and acquisitions, leadership through change, and joint ventures. Jamie has a Bachelor of Business degree and completed the Program of Management Development at Harvard Business School. Jamie is currently Chair of the Finance and Audit Committee and a member of the Remuneration and Nomination Committee.
Directors' Recommendation: The Directors (with the individual Director abstaining in respect of their own re-election) unanimously recommend shareholders vote in favour of each resolution to re-elect the Directors.
EXPLANATORY NOTES TO THE AGENDA ITEMS (continued)The Company believes a close alignment between shareholder interests and executive incentive awards is beneficial and best achieved through the issuance of Performance Rights over shares through a Long Term Incentive Plan. ASX Listing Rule 10.14 prohibits a Director acquiring securities under an employee incentive scheme without the approval of shareholders by ordinary resolution. The purpose of the resolutions in relation to item
4 is to have shareholders approve the proposed grants of Performance Rights to acquire ordinary shares at a conversion rate of 1:1 and a nil exercise price under the Dick Smith Long Term Incentive Plan to the Company's Executive Directors.
Subject to the approval by shareholder resolutions for the grants of these Performance Rights, the grant of the Performance Rights to the Company's Executive Directors will not be included in any issued capital calculation under ASX Listing Rule 7.1, by virtue of Listing Rule 7.2 Exception 14.
Pursuant to ASX Listing Rule 10.14, and for all other purposes, Resolution 4(a) is to approve the granting of 378,769 Performance Rights to acquire ordinary shares to the Managing Director and CEO, Mr Nick Abboud and Resolution 4(b) is to approve the granting of 145,680 Performance Rights to acquire ordinary shares to the Finance Director and CFO, Mr Michael Potts.
Subject to approval by shareholders, the Board (with the Executive Directors abstaining with respect to their grant) proposes that under the plan in respect of the 2015 financial year, that Mr Abboud be granted 378,769 Performance Rights to acquire ordinary shares and Mr Potts be granted
145,680 Performance Rights to acquire ordinary shares. If approved, the Performance Rights will be issued effective 1 July 2015 and, in any case, no later than 12 months after the Company's AGM. Performance hurdles which apply to the Performance Rights are summarised below. The Board believes the hurdles that must be satisfied before the Performance Rights can be exercised strongly align the ultimate value of the Performance Rights with sustainable growth in the Company and shareholder returns and therefore provide significant incentives to both Mr Abboud and
Mr Potts to ensure the Company achieves superior performance.
Price of Performance Rights: The Performance Rights are issued at no cost to Mr Abboud and Mr Potts.
Vesting and Exercise Period: The Performance Rights are proposed to vest in two tranches: 50% on 1 July 2018 (three years from issue) and 50% on 1 July 2019 (4 years from issue). Subject to the Exercise Conditions being satisfied, and in accordance with the Rules, the Performance Rights may be exercised at any time during the Exercise Periods as follows:
Exercise Conditions: 50% of the Performance Rights granted will vest subject to the achievement of a relative total shareholder return (TSR) performance hurdle over the Performance Period. The remaining 50% of the Performance Rights granted will vest subject to the achievement of an earnings per share (EPS) performance hurdle over the Performance Period.
The Company's TSR will be assessed against the relative performance of the constituent companies in the S&P/ASX 300 Consumer Discretionary Index over the Performance Period. The S&P/ASX300 Consumer Discretionary Index was selected as the Board believes it to be indicative of the competition for capital and talent. The relative TSR performance targets and corresponding vesting percentages are as follows:
The Share price baseline for TSR calculation was $2.0593, calculated by reference to the volume weighted average price for the Shares from the last five days of trading on ASX in June 2015.
The EPS performance targets (being the compound annual EPS growth over the Performance Period from 1 July 2015) are reflective of the
achievements of the Company since listing and of the general outlook for consumer discretionary companies and the Board's desire to retain key executives. The corresponding vesting percentages are as follows:
The Performance Rights will not vest unless the Company achieves a Return on Funds Employed (ROFE) during the Performance Period of at least 25%. ROFE is defined as EBIT divided by the average of Shareholders Equity and Net Debt, adjusted for corporate activity.
The Performance Rights the subject of this Resolution 4 will be granted to Mr Abboud and Mr Potts following receipt of shareholder approval (and in any event, will be granted by no later than 28 October 2015). No loan will be provided to these two Directors either in connection with the initial grant of Performance Rights the subject of Resolutions 4(a) or 4(b) or in order to fund the Performance Rights.
Details of any shares awarded to the Executive Directors under the LTIP will be published in each Annual Report of the Company relating to the performance period in which the shares have been awarded. Since shareholder approval was obtained for Mr Abboud's and Mr Potts' 2015 Long Term Incentive Plan grant at the 2014 Annual General Meeting, Mr Abboud was granted 1,726,519 options and Mr Potts was granted 375,691 options in accordance with that approval. No consideration was payable in respect of the rights granted to either Mr Abboud or Mr Potts.
Directors' Recommendation: The Non-Executive Directors unanimously recommend that shareholders vote in favour of each of Resolution 4(a) and Resolution 4(b) granting Performance Rights to acquire ordinary shares to the Executive Directors under the Dick Smith Long Term Incentive Plan. Each Executive Director makes no recommendation on the resolution in which he has a personal interest.
ONLINE
LODGE YOUR VOTE
ACN 166 237 841
www.linkmarketservices.com.au
BY MAIL
Dick Smith Holdings Limited
C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
1A Homebush Bay Drive, Rhodes NSW 2138; or
Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: +61 1800 129 386 (free call within Australia)
VOTING FORM
I/We being a member(s) of Dick Smith Holdings Limited and entitled to attend and vote hereby appoint:
SAMPLE
A
B
APPOINT A PROXY
OR if you are NOT appointing the Chairman
VOTE DIRECTLY OR
the Chairman
of the Meeting
(mark box)
of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Wednesday, 28 October 2015 at Dick Smith Support Office, 2 Davidson Street, Chullora NSW 2190 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolution 2: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
elect to lodge my/our vote(s) directly (mark box)
in relation to the Annual General Meeting of the Company to be held at 11:00am on Wednesday,
28 October 2015, and at any adjournment or postponement of the Meeting.
You should mark either 'for' or 'against' for each item. Do not mark the 'abstain' box.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company 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 T
Resolutions
2 Adoption of Remuneration Report
3a) Re-election of Mr Robert Murray as a Director
3b) Re-election of Mr Jamie Tomlinson as a Director
For
Against Abstain*
4b) Grant of 145,680 Performance Rights under the Long Term Incentive Plan to Finance Director and CFO,
Mr Michael Potts
For
Against Abstain*
*DSH PRX501*
4a) Grant of 378,769 Performance Rights under the Long Term Incentive Plan to Managing Director and CEO,
Mr Nick Abboud
* 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.
SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED
STEP 3Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder'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).
DSH PRX501D
HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
VOTING UNDER BOX A
If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either 'for' or 'against' for each item. Do not mark the 'abstain' box. If you mark the 'abstain' box for an item, your vote for that item will be invalid.
If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.
Custodians and nominees may, with the Share Registrar's consent, identify on the Voting Form the total number of votes in each of the categories 'for' and 'against' and their votes will be valid.
If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote.
The Chairman's decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B - APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
SAMPLE
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Voting Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.
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 shares 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 shares 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. 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 Voting Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
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 shareholder 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.
LODGEMENT OF A VOTING FORM
This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Monday, 26 October 2015, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.
| ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Voting Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their 'Holder Identifier' (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Voting Form). | ||
BY MOBILE DEVICE Our voting website i s designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.auinto your mobile device. Log in using the Holder Identifier and postcode for your shareholding. | QR Code | ||
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. | |||
| BY MAIL Dick Smith Holdings Limited 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 * During business hours (Monday to Friday, 9:00am-5:00pm) | ||
Voting Forms may be lodged using the reply paid envelope or:
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 Company's share registry or online at www. linkmarketservices.com.au.
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.
ONLINE
LODGE YOUR QUESTIONS
ACN 166 237 841
www.linkmarketservices.com.au
BY MAIL
Dick Smith Holdings Limited
C/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
Link Market Services Limited
1A Homebush Bay Drive, Rhodes NSW 2138; or
Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: +61 1800 129 386 (free call within Australia)
Please use this form to submit any questions about Dick Smith Holdings Limited ('the Company') that you would like us to respond to at the Company's 2015 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company's auditor it should be relevant to the content of the auditor's report, or the conduct of the audit of the financial report.
This form must be received by the Company's share registrar, Link Market Services Limited, by Wednesday, 21 October 2015.
SAMPLE
Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company's auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.
Performance or financial reports | A resolution being put to the AGM | General suggestion |
Remuneration Report | Sustainability/Environment | Other |
My question is for the auditor | Future direction |
My question relates to (please mark the most appropriate box)
Performance or financial reports | A resolution being put to the AGM | General suggestion |
Remuneration Report | Sustainability/Environment | Other |
My question is for the auditor | Future direction |
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