2016 agm notice of meeting - events.miraqle.com · item 2 – directors’ report and financial...

2016 AGM Notice of Meeting

QPCU LIMITED T/A QBANK

NOTICE OF ANNUAL GENERAL MEETING Thursday 24th November 2016

QPCU Limited T/A QBANK ABN 79 087 651 036

Notice is given that the Annual General Meeting (‘AGM’) of the members of QPCU Limited T/A QBANK (‘the Company’) will be held at 10:30am on Thursday 24th November 2016 at Hotel Jen, 159 Roma Street Brisbane 4000.

ORDINARY BUSINESS

Item 1 - Confirmation of 2015 AGM minutes

Item 2 - Directors’ Report and Financial Statements

To receive and consider the Directors’ Report and audited financial statements for the financial year ending 30 June 2016.

Item 3 – Re-Election of Mr Raymond Frederick Brownhill

To consider, and if thought fit to pass, the following resolution:

That Mr Raymond Frederick Brownhill, being eligible for re-election, be elected as a Director of the Company for a further term commencing at the conclusion of the 2016 AGM.

Item 4 – Re-Election of Mr Ian John Leavers


That Mr Ian John Leavers, being eligible for re-election, be elected as a Director of the Company for a further term commencing at the conclusion of the 2016 AGM.

Item 5 – Re-Election of Mr Paul Anthony Wilson


That Mr Paul Anthony Wilson, being eligible for re-election, be elected as a Director of the Company for a further term commencing at the conclusion of the 2016 AGM.

Item 6 - Directors’ remuneration


That Directors’ aggregate remuneration be set at $482,504 per annum, commencing at the conclusion of the 2016 AGM.

SPECIAL BUSINESS

Item 7 – Redemption of Preference Shares

To consider, and if thought fit, to pass the following resolution as a special resolution:

That the members of QPCU Limited T/A QBANK approve the Company buying back 100% of its issued Tier 1 Shares on the terms and conditions set out in the Explanatory Statement.

2016 AGM NOTICE OF MEETING

Voting entitlements

In accordance with the Company’s Constitution and the Corporations Act 2001, a member is not entitled to vote at the AGM unless the member was a member as at Wednesday 26th October 2016.

Appointment of proxies

Any poll required at the AGM will be conducted independently by Link Market Services (‘LMS’). LMS is a leading share registry and financial services provider in Australia, managing over 10 million account records and over 1000 ASX listed securities. LMS has been engaged to ensure complete independence of this process from QPCU management. LMS’s control framework has been assessed by KPMG and found to be appropriate for the provision of registry services.

How to appoint proxies

You may appoint a proxy to vote on your behalf on the resolutions to be considered at the AGM. A proxy need not be a member. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To appoint a proxy online through the Company’s website at www.qbank.com.au, click on ‘2016 AGM’. You will need to enter your QBANK Membership Number and post code (mailing address) which is provided in the cover letter to this Notice. If you wish to appoint a proxy online through QBANK’s smartphone app, please click on ‘2016 AGM’ and follow the instructions. You may appoint a proxy online until 10:30am on Tuesday 22nd November 2016.

If you wish to appoint a proxy by post, please complete the enclosed proxy form and mail it to the Returning Officer in the enclosed reply paid envelope. To be valid, proxy appointment forms must reach the Returning Officer by 10:30am on Tuesday 22nd November 2016.

If you have any queries in respect of the voting process or would like a proxy appointment form reissued, please contact QBANK on 13 7728.

EXPLANATORY NOTES FOR PROPOSED BUSINESS TO BE CONDUCTED AT THE 2016 QBANK ANNUAL GENERAL MEETING

These Explanatory Notes have been prepared for the information of the Members of QPCU Limited T/A QBANK (‘the Company’) in connection with the business proposed to be conducted at the Annual General Meeting (‘AGM’) of the members to be held on Thursday, 24th November 2016 at 10:30am at Hotel Jen, 159 Roma Street Brisbane 4000.

Item 1 – Confirmation of 2015 AGM minutes

This item seeks to confirm the minutes of the 2015 AGM which will be provided to all persons in attendance at the AGM.

Item 2 – Directors’ Report and Financial Statements

This item asks the meeting to receive the Financial Report, Directors’ Report and the Auditor’s Report for the year ending 30 June 2016.

The Corporations Act 2001 requires that the report of the Directors, the report of the auditor and the financial reports be presented to the AGM. These reports will be tabled and discussed at the AGM and Directors and management will be available to answer questions from Members.

In addition, a representative of the Company’s auditors, BDO Audit Pty Ltd, will be present to answer any questions about the conduct of the audit or the preparation and content of the Auditor’s Report.

The Company’s Annual Report for the year ended 30 June 2016 will be available at www.qbank.com.au from Monday 31st October 2016.


EXPLANATORY NOTES FOR PROPOSED BUSINESS TO BE CONDUCTED AT THE 2016 QBANK ANNUAL GENERAL MEETING (continued)

Item 3 – Re-Election of Mr Raymond Frederick Brownhill

For this year’s election of directors, there are three vacancies and three eligible candidates. Mr Raymond Frederick Brownhill is currently a director of QBANK and is standing for re-election.

As there are an equal number of vacancies and eligible candidates, the provisions of Clause A5-3 of the Constitution apply. Accordingly:

(a) The general meeting must vote on the appointment of each candidate as a director by a separate resolution at the AGM; and

(b) The election process otherwise set out in Appendix 5 (Election of Directors) is discontinued.

Mr Brownhill’s statement in support of his election is provided below:

Raymond Frederick Brownhill LLB, Grad Cert App Mgt, GAICD

Inspector of Police, QPS. Barrister at Law. Member of QBank for over 32 years. Significant director experience with roles on the not for profit boards of Lives Lived Well and the Valley Chamber of Commerce. Current Deputy Chair and also Chair of the Governance and Remuneration Committee. Married to a police officer and with a young family know very well the importance of providing value and support to our membership. Want to continue to ensure QBank is the benchmark in terms of affordability, product diversity and personalised service.

The Board of Directors unanimously recommends that you vote FOR the resolution (Mr Brownhill abstaining).

Item 4 – Re-Election of Mr Ian John Leavers

For this year’s election of directors, there are three vacancies and three eligible candidates. Mr Ian John Leavers is currently a director of QBANK and is standing for re-election.




Mr Leavers’ statement in support of his election is provided below:

Ian John Leavers GAICD, JP (Qual)

General President & CEO of the Queensland Police Union since 2009. Currently serving police officer. Member of QPCU (now QBANK) for over 27 years. A strong defender of members’ rights and entitlements. I will continue to be an active director of QBANK and ensure police are represented on the Board of our own financial institution. I am a team player and I enhance QBANK for the betterment of all police and QBANK members. I am a current director of WorkCover Queensland and Work, Health & Safety Board Queensland and bring my now significant policing and corporate expertise to the Board.

The Board of Directors unanimously recommends that you vote FOR the resolution (Mr Leavers abstaining).



Item 5 – Re-Election of Mr Paul Anthony Wilson

For this year’s election of directors, there are three vacancies and three eligible candidates. Mr Paul Anthony Wilson is currently a director of QBANK and is standing for re-election.




Mr Wilson’s statement in support of his election is provided below:

Paul Anthony Wilson GAICD

Member since 1974. My wife, 3 daughters and two grandchildren are all active members and have benefited greatly from this membership. During my 40 year policing career I served throughout Queensland, retired Assistant Commissioner with 2 daughters QPS members thus have excellent knowledge of membership and culture of all and their ongoing financial needs. During the past three years I have been actively involved as a Director in all facets of Board activity. I will continue to provide maximum support to all members but most importantly providing them with the best services and rates available in a modern banking environment.

The Board of Directors unanimously recommends that you vote FOR the resolution (Mr Wilson abstaining).

Item 6 – Directors’ remuneration

This resolution seeks approval for a Directors’ remuneration pool of $482,504, which reflects a 2% year on year increase. The Board referenced the McGuirk Remuneration Survey for 2016 the Consumer Price Index (All Groups) to June 2016 and the Wage Price Index to June 2016 to assist them in their decision and considers this increase to be reasonable and appropriate.

Item 7 – Redemption of Preference Shares

The purpose of this special resolution is to obtain member approval for the Company to buy-back all its issued Tier 1 Shares in accordance with the terms of issue of the Tier 1 Shares.

Summary of buy-back terms

• Class of Share: Tier 1 Shares

• Number of shares on issue: 30,000

• Percentage of shares to be bought back: 100%

• Share holder: Valuestream Investment Management Ltd [ACN 094 107 034]

• Buy-back price: $100 per share

• Proposed date of buy-back: 30 December 2016


Background and Reasons for Share Buy-Back

For prudential capital raising purposes, on 20 June 2006 the Company issued 30,000 Tier 1 Shares at an issue price of $100 per share to Valuestream Investment Management Limited to hold as trustee for a unit trust (the Trustee). A number of other mutual financial institutions also issued equivalent shares to the Trustee. The Trustee remains the sole holder of the Tier 1 Shares.

After the 10th anniversary of issue of the Tier 1 Shares (i.e. 20 June 2016):

• for prudential purposes, the Tier 1 Shares ceased to count towards capital;

• the margin used in calculating dividends payable on the Tier 1 Shares increased by 1.00% p.a.

As the Tier 1 Shares have ceased to serve any practical purpose for the Company after the 10th anniversary of issue it is in the interests of the Company to cancel all these Tier 1 Shares as soon as practicable.

Under the Tier 1 Share terms of issue the Company may redeem the Shares on or after the 10th anniversary of issue for a redemption price of $100 per share, subject to the prior written approval of the Australian Prudential Regulation Authority (APRA). The Company has obtained APRA’s approval for this redemption.

The Company will redeem the Tier 1 Shares via a share buy-back, subject to member approval. The terms of issue prevent the Company from redeeming the Tier 1 Shares by a traditional redemption (which would not require member approval).

Board determination

The Board has determined that:

• after the 10th anniversary of issue, the Tier 1 Shares no longer count as prudential capital which the Company, as an authorised deposit-taking institution (ADI), is required to maintain under the Banking Act;

• it is in the best interests of the Company to exercise its right under the Tier 1 Share terms of issue to ‘redeem’ all the Shares on 30th December 2016;

• under the terms of issue it cannot carry out a traditional redemption;

• the proposed share buy-back will not affect the rights or interests of its member shareholders;

• the financial effect of the buy-back is that the Company’s cash reserves will reduce by $3,000,000, which will not have any material effect on the Company’s ability to continue to carry on its business or pay its creditors;

• it is in the best interests of the Company and its members as a whole for the Company to buy back all the Tier 1 Shares on 30 December 2016 in accordance with the terms of issue of the Tier 1 Shares;

• there are no benefits to the Company in retaining the Tier 1 Shares, apart from not having to spend the cash for the share buy-back;

• there are no disadvantages to the Company in a redemption by way of share buy-back. apart from having to spend the cash for the share buy-back.

Buy-back process and effect

Under the Corporations Act:

• the buy-back is a selective buy-back;

• the Company must have the approval of its members by special resolution to the terms of the share buy-back before it can buy back the shares.



The Company has entered into a share buy-back agreement with the Trustee on the terms described in this Explanatory Statement. The share buy-back agreement is conditional upon the members passing a special resolution approving the buy-back all the Tier 1 Shares on 30 December 2016. If members approve the share buy-back, then the condition precedent in the share buy-back agreement will be satisfied and the Company will complete the buy-back on 30 December 2016. None of the Directors of the Company have any material personal interest in the Tier 1 Shares or will receive any benefit in relation to the proposed share buy-back.

Terms of the buy back

The terms on which the Company will buy back the Tier 1 Shares are:

• the Company will pay the Trustee $100 per Tier 1 Share (a total of $3,000,000) plus final dividends payable under the terms of issue;

• the Company will fund the buy-back from its cash reserves;

• on registration of the transfer of the Tier 1 Shares to the Company the Shares will immediately be cancelled.

Consequences of the Company not buying back the Tier 1 Shares

If members do not approve the buy-back:

• the Company will not be able to buy back the shares;

• the Tier 1 Shares will continue to remain on issue;

• the Company will continue to pay dividends to the Trustee under the terms of issue, with an increased margin which came into effect on the 10th anniversary of issue;

• as the Tier 1 Shares will no longer provide any prudential benefit to the Company but continue to cost it dividends it will be in the interests of the Company to re-attempt to obtain member approval of a share buy-back at a later date.

Notes

To be passed, this special resolution requires the approval of at least 75% of the votes cast by Members entitled to vote on the resolution at the meeting.

Board Recommendation

The Board approves the proposed share buy-back and unanimously recommends that you vote FOR the special resolution.



North QuayLevel 1, 231 North Quay, BrisbaneMon to Fri: 8.45am to 4.30pm

KedronEmergency Services ComplexAccess limited to Queensland Government EmployeesCorner of Kedron Park Rd and Park Rd, KedronMon to Fri: 10am to 2pm

OxleyQueensland Police AcademyAccess limited to QPS staff and recruitsRudd St, OxleyMon to Fri: 10am to 2pm

CALL 13 77 28qbank.com.au

2016 agm notice of meeting - events.miraqle.com · item 2 – directors’ report and financial...

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