brendan stewart chairman order of meetings meeting of a class shareholders to amend articles of the...
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Order of meetings
• Meeting of A class shareholders to amend Articles of the AWB Limited Constitution
• Annual General Meeting of AWB Limited
• Meeting of A class shareholders (NSW/ACT region) to elect a director of AWB (International) Limited
Financial performance was significantly impacted by severe drought, across all business streams• Drought impacted wheat crop of 9.7 million tonnes in 2002/03 compared
with 24.9 million tonnes in 2001/02
• Export volumes in the Pool fell by 77% to 4.3 million tonnes
• Net profit after tax of $43.9m, down 59%
• Earnings per share of 15.9 cents, down 59%
• Fully franked dividend of 25 cents per share paid during 2003
• Cost control measures implemented successfully which resulted in a 12% reduction in total overheads (excluding depreciation)
AWB has consistently outperformed the S&P / ASX 200 since listing
$A
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AWB S&P/ASX 200
The acquisition of Landmark dramatically expands AWB’s foot print across rural Australia• 430 outlets, 1950 staff and
approx. 100,000 customers
• Businesses include wool, livestock, merchandise, finance, real estate, insurance and fertiliser
• Better able to service customers and complement Single Desk marketing/ risk management activities
• Platform to leverage growth for AWB financial services business
AWB office locations (49)
Landmark outlets (430)
Our focus is on the successful integration of Landmark
• Team dedicated to the integration of Landmark
• Targeted EBIT enhancement opportunities of $5-$10 million in 2003/04, and $30-$40 million by 2005/06
• On track to achieve year one targets and cost savings
• Commenced training of Landmark Rural Financial Managers
• AWB staff already selling a full suite of financial products
• Consolidation of network and re-branding has commenced
• Exploring opportunities to provide unique product offerings to farmers through “one-stop shop” model
Largest ever National Pool finalised reporting a record Gross Pool Value of $5.3 billion
• Excellent result despite:- Volatile wheat market
- War in Iraq
• Strategic decision to extend pool (twice) resulted in Pool participants receiving an additional $14.60 per tonne
• AWB is also on track to achieve significant Out-Performance for the 2002/03 National Pool
Ring fencing has achieved a higher short term credit rating for AWB
• Ring fencing has separated the activities of the National Pool from the commercial activities of the AWB group
• Ratings post 1 October 2003 - AWB Harvest Finance
S&P: A1+ (s/t) AA- (l/t) stable
Moodys: P-1
- AWB Commercial Subsidiaries S&P: BBB stable outlook
Improvements to the supply chain with a joint venture between AWB & WA CBH
• Co-operative joint venture “Grain Direct” signed in WA
• Objective is to:
reduce supply chain costs for the National Pool participants; and
produce commercial investment returns for AWB
• Anticipated net savings of $3.30 per tonne, per annum by 2008/09 harvest
Global trading operation, Geneva, enabled continued wheat supply to key customers during stock shortage
• 1.5 million tonnes traded in its first full year of operation
• Utilised successfully to manage customer demand during the drought, through other origin grain
• Relationships with overseas customers retained
International marketing program
• Independent review performed – strategic plan developed
• Grower participation in the future direction of AWB (International) Limited and its management of the single desk
CHINASale of 1 million tonnes of wheat to China - first
sale since 1996
NEW MARKETSFocus on developing new markets, such as
Sudan and Kuwait
IRAQWill continue to supply
Iraq – anticipating strong competition from
the US
Price trends for wheat, livestock & wool
• Estimated Pool Returns for the 2004/05 harvest of $190 - $200 per tonne for APW
• Prices impacted by appreciating AUD
• Hedging program is well underway for 2003/04 and 2004/05
• Outlook for sheep and lamb prices is positive
• Cattle industry remains buoyant
• Wool market impacted by uncertain economic conditions in major markets
AWB is well positioned
• National wheat production forecast to be 25 million tonnes
• High Pool receivals enables a greater amount of tonnage available
for harvest finance products
• In excess of 1.8 million tonnes through grain centres
• Growth in chartering with approximately half total Pool tonnage to
be sold with chartering component
• On track to achieve targets through the integration of Landmark
2003-04 NPAT forecast is $110-$120 million (pre goodwill amortisation, including one off costs)
1st Meeting
Special meeting of A class shareholders to amend Articles of the AWB Limited Constitution
• Amendment of Articles considered are entrenched provisions
• Requires a majority of at least 75% of votes being cast by A class shareholders in order for these amendment to be passed
1st Meeting
2.1 A class share redemption
2.2 Maintain “Grower” status
2.3 Retiring directors of AWB (International) Limited seeking re-election
1st Meeting Proxy position for special resolutions 2.1, 2.2 and 2.3 for A class shareholders only – as at 5pm (Melbourne time) 9th March 2004:
Item Direction No. of Votes
2.1 A class share redemption FOR 5,827
AGAINST 1,123
OPEN CHAIRMAN 1,414
OPEN OTHER 170
2.2 Maintaining “Grower” status FOR 6,069
AGAINST 1,019
OPEN CHAIRMAN 1,337
OPEN OTHER 159
2.3 Retiring directors of AWB (International) Limited seeking re-election
FOR 5,729
AGAINST 1,103
OPEN CHAIRMAN 1,436
OPEN OTHER 174
2nd Meeting
Annual General Meeting of AWB Limited
• Financial Report, Directors’ Reports & Auditor’s Report
• Election of directors
• Ordinary resolution
• Special resolutions
2nd Meeting
Election of director of AWB Limited - WA
Laurie Marshall Winston Crane Hendy Cowen Steve Chamarette
2nd Meeting
Proxy position for election of director of AWB Limited – WA as at 5pm (Melbourne time) 9th March 2004:
Item 1.2a Total
Open Chairman 114
Open Other 39
2nd Meeting
Special resolutions:
1. Casual vacancies for B class directors
2. A class share redemption
3. Maintaining “Grower” status
4. Retiring directors of AWB (International) Limited seeking re-election
2nd Meeting
Proxy position for election of director of AWB Limited – B class - as at 5pm (Melbourne time) 9th March 2004:
Election of a B class director
Item 1.2b Direction No. of Votes
Mr Robert Barry FOR 38,150,375
AGAINST 9,186,724
OPEN CHAIRMAN 10,502,081
OPEN OTHER 503,369
Mr Frank O’Connor FOR 4,600,436
AGAINST 28,017,908
OPEN CHAIRMAN 10,495,227
OPEN OTHER 503,369
Mr Brett Cowell FOR 23,424,725
AGAINST 21,298,228
OPEN CHAIRMAN 10,502,164
OPEN OTHER 503,369
2nd Meeting
Proxy position for ordinary resolution to increase non-executive directors’ remuneration - as at 5pm (Melbourne time) 9th March 2004:
Item Direction No. of Votes
1.3 Increase in non-executive directors’ remuneration
FOR 36,172,225
AGAINST 25,606,614
OPEN CHAIRMAN 6,672,294
OPEN OTHER 587
2nd Meeting Proxy position for four special resolutions for A & B class shareholders – as at 5pm (Melbourne time) 9th March 2004:
Item Direction No. of Votes
1.4a Casual vacancies for B class directors FOR 49,854,424
AGAINST 12,576,303
OPEN CHAIRMAN 11,633,878
OPEN OTHER 564,342
1.4b A class share redemption FOR 50,953,885
AGAINST 9,996,307
OPEN CHAIRMAN 11,279,371
OPEN OTHER 564,087
1.4c Maintaining “Grower” status FOR 48,948,401
AGAINST 12,307,750
OPEN CHAIRMAN 11,249,676
OPEN OTHER 559,793
1.4d Retiring directors of AWB (International) Limited seeking re-election
FOR 50,394,009
AGAINST 10,134,066
OPEN CHAIRMAN 11,491,057
OPEN OTHER 604,614
3rd Meeting
Meeting of A class shareholders (NSW/ACT region) to elect a director of AWB (International) Limited
3rd Meeting
Proxy position for election of director of AWB (International) Limited – NSW/ACT region – as at 5pm (Melbourne time) 9th March 2004:
Item 3 Direction No. of Votes
Election of Mr Ian Donges to the office of Director of AWB (International) Limited for NSW/ACT
YES 1,099
NO 38
OPEN CHAIRMAN 173
OPEN OTHER 11