Hairdressers’ Co-operative Society Ltd

Information PackThis Information Pack Contains:• Directions on how to vote in the 2016 Board Election• Directions on how you can participate in the 2016 Annual General Meeting

A Proxy Form and Ballot Paper accompany(and their use is explained in) this pack.

Notice of Annual General MeetingNotice is hereby given that the Annual General Meeting of Members of the Hairdressers’ Co-operative Society Limited will be held at the Society’s office at237 Grote Street, Adelaide at 11:30am on 23rd February 2016.

Business

1. To adopt the financial, directors and auditors reports for the year ended 30th September 2015.

2. To declare elected to the Board the successful candidates in accordance with the results of the ballot. The following nominations for election to the Board have been received, with FIVE (5) candidates to be elected:

Candidates:• Tony Simone• Vernon Drew• Edi Carlesso• Nicole Nikoloudis• Kathryn Schilling• Paula Davies• Nilia Annese• Eugene Lepore• Anthony Gosti• Greg Bryson

3. Change of Name Please refer to the Notice of Special Resolution on page 2 for an explanation of this resolution.

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

‘That pursuant to section 224 of the Co-operatives National Law, the name of the Co-operative be changed to ‘Hair Beauty Co-op Ltd’ subject to approval by the Registrar of such change of name.

By order of the Board of Directors_____________________________________________________________________________________

The Annual Report for 2015 and the Rules of the Society are available for viewing at the Society’s premises located at 237 Grote Street Adelaide. _____________________________________________________________________________________

Note: Voting at the Annual General Meeting

Only active members of the Co-operative are entitled to vote at meetings of the Co-operative.

Rule 28(1) of the Co-operative’s Rules allows an active member of the Co-operative to appoint another active member to attend the meeting as a proxy and vote on their behalf.

It is important that you read the ‘Proxy Form Instructions’ on the accompanying Proxy Form.

This does not relate to your right to vote in the 2016 Board Election (please refer to page 3)

Hair Co-op AGMHairdressers’ Co-operative Society Ltd

ABN 87 812 996 762(‘the Co-operative’)

1

Notice of Special Resolution

Notice is hereby given that the Special Resolution set out below will be proposed at theAnnual General Meeting of members of the Hairdressers’ Co-operative Society Limited to be held on 23rd February 2016 at 237 Grote St Adelaide 5000.

This Notice accompanies the Notice which convenes such Annual General Meeting.

Special Resolution - Change of Name: ‘That pursuant to section 224 of the Co-operatives National Law, the name of the Co-operative be changed to ‘Hair Beauty Co-op Ltd’ subject to approval by the Registrar of such change of name.’

_____________________________________________________________________________________

You are advised that a special resolution is a resolution that is passed(a) By a two-thirds majority at a general meeting of members; or(b) By a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or(c) By a three-quarters majority in a special postal ballot of members.

_____________________________________________________________________________________

Change of Name

1. Reasons for proposing the special resolution The Co-operative wishes to expand its membership, and therefore customer, base by engaging the beauty sector more actively in addition to hairdressers. The name change will demonstrate that the Co-operative is actively pursuing this direction.

2. Effect of the special resolution being passed The effect of the resolution being passed is that the name of the Co-operative will be changed to ‘Hair Beauty Co-op Ltd’ subject to the following: (a) the Registrar must approve the change of name; and (b) the change of name will not take effect until the Registrar has noted the change on the certificate of registration of the Co-operative, as referred to in section 224 of the Co-operatives National Law in the Schedule to the Co-operatives National Law (South Australia) Act 2013.

The Directors recommend that members vote in favour of this special resolution.

Hair Co-op AGM

2

2016 Board ElectionVoting DetailsRequirement for a ballot

As the number of valid nominations for election to the Board of Directors of the Co-operative received by the due date exceeds the number of vacancies on the Board, the election of the persons to fill the FIVE (5) vacancies is to be undertaken by a postal ballot.

A Ballot Paper accompanies this Information Pack.

Right to Vote

Each person who is an active member of the Co-operative is eligible to vote. Active members may lodge only ONE Ballot Paper in the election and may vote for up to FIVE (5) candidates on the Ballot Paper.

The Result

The five candidates receiving the highest number of votes in the ballot will be declared as elected to the Board of Directors of the Co-operative at its Annual General Meeting on Tuesday 23rd February 2016.

The CandidatesEach of the ten candidates has supplied the information that appears on pages 4 to 8 of this Information Pack. The candidates’ views are their own and do not reflect the views of the Co-operative.

The sequence in which candidates’ names appear on the Ballot Paper and in this Information Pack was determined by lot, drawn by the Returning Officer.

Ballot Period

All Ballot Papers must be received by the Returning Officer by no later than 5pm on Thursday 18th February 2016 by mail addressed to:

Reply Paid 84858 Mr. S.A. Russo PKF Kennedy GPO Box 1373 Adelaide 5000

Please place in a standard envelope No stamp is required

Hair Co-op AGM

3

TonySimonePresent Occupation• Managing Director/Hairstylist/Administrator

Cemons Pty Ltd.

Qualifications• TAE Certificate IV in Training and Assessment

“Validation Project”• TAA Certificate IV in Training and Assessment• MYOB V15 Advanced TAFESA• Certificate IV in Training and Assessment TAFESA• Certificate IV Assessment and Workplace Training

Cemons Skills Centre• Diploma of Business (Frontline management)

TAFESA• Diploma of Salon Management TAFESA• Hairdresser Class A• Certificate III in Hairdressing• A.M.E.B Musicianship level through

Conservatorium of Music SA

I am no stranger to hairdressing and training delivery, having spent 39 years as a practising hairdresser owning and operating 14 salons throughout that period and employing up to 30/40 staff at any one time. Also, operating a fully “Registered Training Organisation” for 18 years within the same 39 year period delivering “Off the Job” training to industry apprentices, all of which taught me the importance of time management, budgeting and succession planning.

I commenced a Hairdressing Apprenticeship in 1977 and successfully completed in 1982 when I immediately fulfilled my aspiration of entering into my own business – 1982…. Cemons Hair & Beauty evolved!

Drawing on 39 years experience in the Hairdressing Industry, I now focus mainly on continuing to shape and mould young hairdressers to become the best they can be and to maximize their learning experience throughout their apprenticeship, while also aiding the select few after they complete their basic training, to explore the management world in preparation to enter into their own business.

I would welcome the opportunity to serve on the board of the Hairdressers’ Co-operative as I believe I am well placed to assist in guiding the organisation.

VernonDrewPresent Occupation• Retired Director

Qualifications• Business/Commerce Degree UniSA

I feel that my qualifications, experience, training and passion for this Industry would stand me in good stead as a Director of the Co-op.

After seven years in the Banking Industry I joined a group of companies with hairdressing, at all levels, as the core business.

I successfully completed studies in Business/Commerce at UniSA and became Company Secretary-Accountant for these companies. Their interests included a group of twenty plus salons with a professional staff of over one hundred, made up of apprentices through to award winning artisans. They also owned Wella in Australia. My responsibilities included finance, business, accounting, marketing, promotions both television and press, as well as brand building and staff training. We wrote the original Off The Job Training Curriculum which was adopted by the Apprenticeship Commission for use throughout South Australia.

I have served on Master Hairdresser Committees, working on Trade Conditions and Awards. I have also served on many shopping precinct committees working on Promotions and Marketing of these precincts.

On the wholesale side, our Company was Hairdressing Suppliers P/L, known as Wella, and I worked in teams, both in the professional and retail areas, here and interstate.

I was a member of Wella, L’Oreal and Schwarzkopf National Teams where we worked on growing the industry on all levels.

I believe passionately in the Co-op because it is owned by hairdressers for the advantage of hairdressers. I recognise the challenges ahead that will increase the performance of the Co-op, both within the organisation and amongst our members.

EdiCarlesso

Present Occupation• Partner/Director at Bentleys (SA) Pty Ltd

Professional Memberships/Boards• Chartered Accountants Australia and New

Zealand (Fellow)• Taxation Institute of Australia (Fellow)

Qualifications• Bachelor of Economics• Diploma in Accounting• Chartered Tax Advisor (No 47229)

I am a Chartered Accountant and a business owner with over 30 years’ experience. I provide advisory services to a variety of businesses and industries and my obligation to clients is to assist them with a range of business and accounting issues. I am also directly involved in managing our accounting practice and staff, giving me a “hands on” understanding of the complexities businesses face on a daily basis.

I am the South Australia’s representative on the Bentleys National Management Board and one of the boards many functions is to achieve cost benefits and savings for Bentleys. I am also Treasurer for the South Australian Italian Association which predominately involves community fund raising activities and management of its property assets.

With my background, skills and expertise, I can assist the board to represent its members by dealing with general accounting issues, taxation matters, financial reporting, property, leases, and general negations etc. I can help the board improve efficiencies, deliver cost savings, and ultimately provide additional benefits for its members.

I also can assist the Co-op members with training programs to help businesses improve their performance, profits and accumulate wealth to achieve a better work life balance.

My wife and I have two daughters, hair care and beauty products are very much a big part of our household. Therefore, I understand the importance of this industry.

Previously I worked at Artav Australia for 13 years. I held the position of International Business Development Manager. I managed Artav’s major accounts in Australia and internationally, working with all areas of professional hair and beauty products. During my time at Artav Australia, I worked very closely with management and staff at Hairdressers’ Co-op, implementing structures, sales projection plans, staff incentives, training etc. In order to manage my accounts successfully I not only had to know everything about the brands I worked with, but also educated myself in all other brands on the market in Australia and also overseas - market positioning, price point, selling points etc.

I have had strong involvement in trade exhibitions in Australia and overseas, not only working at the exhibitions but in the organisation of the exhibitions including networking events with our distributors and suppliers.

I have built strong relationships with TAFES, and private hair and beauty colleges in Australia and overseas. I have run sales and marketing seminars, product knowledge workshops and also provided the same training for staff and team members of the distributors and major chain outlets I have dealt with. My experience also includes product research and development across both hair and beauty ranges - including areas such as packaging and ingredient sourcing, range inclusions, marketing and promotional items, and overall brand development.

My business acumen is extensive and not only has involved all of the above but in addition, from a financial perspective, I have set budgets and achieved budgets not only for my own company, but have also assisted to develop business plans for my clients to help successfully achieve their budgets.

I have been a director on the board of the Hairdressers’ Co-op for 2 years. I have enjoyed my time on the board and feel that I have been able to contribute in a productive way due to my experience in the hair and beauty industry. I would be grateful to have this opportunity again.

NicoleNikoloudis

KathrynSchillingPresent Occupation• Administration Officer

Professional Memberships/Boards• Deputy Chairperson Vine Inn Barossa Community

Hotel

I have been a hairdresser for 36 years during which I have owned and operated my own hair and beauty salon for 16 years employing up to 11 staff and training many apprentices. Mostly I have worked in the Barossa Valley where I currently reside, but had 3 years with Goldwell Cosmetics as a Technical Sales Consultant working in Adelaide and all regional areas of SA.

I have been on the Board of Directors at the Vine Inn Barossa Community Hotel for the past 18 years and currently hold the position of Deputy Chairperson. During my time serving on this board I have been involved in the following sub-committees; finance, audit review, general manager selection panel, general manager review panel, sponsorship, development and maintenance of governance charter and extensive strategic planning.

I currently also work as Administration Officer for the Nuriootpa Futures Association and have had a significant role in organising major community events in Nuriootpa. My community involvement over the past 25 years within this organisation has been very rewarding.

I am a vibrant and energetic person and believe that I will be able to integrate into the current board structure of the Hair Co-op effectively. I have been a shareholder of the Co-op for over 25 years and believe it is a great South Australian Co-op serving hairdressers by providing the best range of products and training. My passion for the hairdressing industry has driven me to nominate for this member based Co-op and I would like to again see dividends returned to members. I ask that you favourably regard my nomination as I would bring significant board member, hairdressing and general business experience to the Hairdressers Co op with representation from regional SA and would be committed to ensuring its further growth and future success.

PaulaDaviesPresent Occupation• Manager for the Office for Research at the

Southern Adelaide Local Health Network

Qualifications• Bachelor of Law• Bachelor of Economics• Graduate Diploma in Psychology

Professional Memberships/Boards• Adelaide Hills Council’s Audit Committee and

CEO Review Panel• Blue Light Inc Chair of Risk and Compliance

Committee• Mt Lofty Football Club (Junior Director)• Social and Behavioural Ethics Committee (Flinders

University)• Law Society Bulletin Editorial Committee• The Australian Institute of Company Directors

(MAICD)

In my role I manage and oversee all governance aspects of clinical research. This includes overseeing the Southern Adelaide Clinical Human Research Ethics Committee (SAC HREC). I have 20 years of legal practice experience and am an administrative law, commercial and corporate governance specialist.

I am committed to improving the decision making processes within organisations, empowering others with knowledge, skills and experience, in addition to utilising my substantial legal experience. In terms of my interest in this position from a personal point of view, my relationship with my hairdresser is very important to me. It is well known that in addition to core functions of hairdressing, many hairdressers are the only source of referral for a number of providers. My hairdresser has also been a key factor in my ability to connect with my community when I moved there in 2007.

I would like to put myself forward as a candidate for the board of the Hairdressers’ Co-operative in order to assist with corporate governance, legal expertise and the strategic direction of the organisation. My core strengths will provide a good foundation for the organisation to have an effective and well balanced board.

EugeneLeporePresent Occupation• Owner Symetry Cutters

Professional Memberships/ Boards• Past President IHS• HIBA Board Member

I have been a member of the Hairdressers’ Co-op for 38 years since I bought my first salon, Aristocut Hair Designs, in the Adelaide Arcade. I am as passionate about our industry as much now as I was 44 years ago and am still operating the successful Symetry Cutters in the city.

I have been involved in several community clubs at different levels. I have been a member of the Italian Lions Club for more than 15 years holding every position and helped to raise hundreds of thousands of dollars for the needy in a great friendly and professional way.

In the early 90’s I, with two other partners, released a hair care range that captured market share in Adelaide, then soon followed nationally and finally expanding to the international markets of New Zealand, Hong Kong and Germany.

I have greatly enjoyed my past term and feel that what I have brought to the board has been extremely beneficial to the Co-op’s growing success.

Now if re-elected to the Board I feel that I would be an even greater asset having the four years experience. I am able to draw on my wealth of experience from retail, wholesale, manufacturing and past Boards at several different levels. This assists me in guiding and directing the Co-op to even greater success, as I have passionately done for the last term on the Board.

Present Occupation• Owner Ninette’s Hair City Salons

My life has been hairdressing, it’s exciting, creative and challenging and I want to do more. I have been on the board of the Hairdressers’ Co-op for the past 6 years, and I hope I can continue to introduce new ideas and my hairdressing knowledge to other hairdressers.

I entered into competitions, winning over 40 trophies and with my staff have won 7 salon awards including; IHS Salon Award 2012, 2013 and other awards, awarded into the Hall of Fame, received Life Membership Award of HACEA, received Medal of Merit from IHS and Chairperson of Judges for IHS and currently judge for the Hair and Beauty Competitions. I attend Hair Expo every year and have been to Cosmoprof Bologna, Hong Kong, and China, to see what the coming year has to offer in products and ideas. Recently I have done photo shoots with Bridal Magazine My Wedding Magazine and The Brides Of Adelaide and hair and makeup for the Bridal Expo.

I conduct long hair workshops from vintage, modern, to hi-tech to bridal styling at the Hairdressers’ Co-op. I believe in education, and learning new skills in all aspects from artistic fashion styling to technical, we need to train and develop our up and coming young talent of tomorrow.

With my experience and aspirations I would love to continue to serve on the board and share my ideas and knowledge and offer myself for re-election.

NiliaAnnese

GregBRYSONPresent Occupation• Business owner

I have been in the Hairdressing industry for many years. After owning my first salon for 9 years, I joined Dresslier as sales representative and Redken Educator. During this time, I worked on product research, brand development, sales strategies and marketing.

I played an integral part in the development of the successful range ‘DAVROE’, plus my personal project creating the range ‘RETRO’. This led me to becoming National Sales Manager which involved attending exhibitions, and expos, as well as educating, promoting and marketing with distributors, and salon owners both locally and nationally.

After leaving Dresslier, I purchased a salon at Westfield, Marion. The salon also included a large retail area, carrying 100+ different ranges of professional hair and beauty products. My focus was technical knowledge and education for my staff, apprentices and seniors alike and to give our clients the best advice and service. Through hardwork and motivation, I implemented a strong business plan, achieved budgets and managed to market the business for success.

I have loved my involvement in our industry and I believe I have much to offer as a Director.

Hard work, focus and drive is necessary, to be a part of our progressive Hairdressers’ Co-op.

AnthonyGostiPresent Occupation• Owner Yellow Strawberry

Qualifications• Certificate IV in Training & Assessment• Diploma of Hairdressing Salon Management

The past 36 years in the hairdressing industry have been an inspirational and incredible journey. Mycareer started in 1979, working with Glemby International at David Jones. During this period I experienced 7 amazing professional years in the best of hair artistry, customer service, merchandising and marketing.

My hairdressing knowledge and ability allowed me to study and pursue my career as a qualified trainer and assessor. This qualification allowed me the opportunity to teach at Adelaide TAFE School of Hairdressing for a period of 3 years in creative skills and business development.

With my passion and drive, a great deal of my time is still spent in directing and operating my salons, ‘Yellow Strawberry’ which employ 18 staff. As a hairdresser and salon owner I know how much time, hard work, training, dedication and creative skills are required to run and operate a successful business. In the economic times that we face today it is important to stay focused and have a strong direction on how we drive and get the best result for our business.

I have served as a Director for the Hairdressers’ Co-op for 8 years. It has been an amazing experience as I have found the position to be rewarding. It has enabled me to share my knowledge and passion with other Directors and the Co-op. With my passion and dedication, I can continue to introduce fresh ideas and constructive information, to further the positive direction and growth of the Co-op and offer myself for re-election.

2016 Board Election

Ballot Paper Place a mark X in up to five (5) boxes

Tony SimoneVernon DrewEdi CarlessoNicole NikoloudisKathryn SchillingPaula DaviesNilia AnneseEugene LeporeAnthony GostiGreg BrysonEL

ECTIO

N O

F FI

VE

(5) D

IREC

TORS

Member Name: _______________________________________________________

Member Address: _____________________________________________________

Signature of Member/s – this must be completed

Member (individual) ___________________________________________________

Joint Member (individual) ______________________________________________

Your ballot paper must be received by 5pm Thursday 18th February 2016.

Hairdressers’ Co-operative Society LtdABN 87 812 996 762

Proxy FormHairdressers’ Co-operative Society Ltd

ABN 87 812 996 762

Name/s of Member/s: _________________________________________________

I/We being member/s of Hairdressers’ Co-operative Society Limited and entitled to attend and vote hereby appoint:

Name of Proxy: _______________________________________________________

Address of Proxy : _____________________________________________________

_______________________________________________________________________

as my/our proxy or, in that person’s absence, or if no person is named, the Chair of the meeting or a person nominated by the Chair as my/our proxy to vote for me/us in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Co-operative to be held at 11:30am on Tuesday the 23rd February 2016 and at any adjournment of that meeting.

To direct your proxy how to vote on any resolution please insert X in the appropriate box below.

For Against Abstain

Special Resolution - Change of Name

_________________________________________________________________________________________________

Signature of member/s – this must be completed

Member (individual): __________________________________________________ Joint Member (individual): ___________________________________

Proxy Form Instructions

1. USE THIS FORM ONLY IFyou are unable to attend the Annual General Meeting, and you want another person (your proxy) to attend and vote on your behalf. You can choose any person who is an active member of the Co-operative as your proxy or you may choose the Chair of the Meeting to act on your behalf.

2. NOTE: The appointment of a proxy relates solely to any vote taken at the AGM or any adjournment of that meeting. Appointing a proxy to attend the AGM and vote on your behalf DOES NOT relate to or affect your right to vote in the 2016 Board Election.

3. If a member directs a proxyhow to vote on any particularresolution, the proxy must vote in accordance with that direction.

4. A person must not act asa proxy for more than 10 members in relation to any particular resolution provided that this restriction will not apply with respect to a member which has directed its proxy how to vote on that particular resolution.

5. Members are requested toendeavour to ensure that their signed proxy form is received by the Returning Officer no later than 5pm on Thursday 18th Feb 2016 by mail addressed to:

Reply Paid 84858Mr. S.A. RussoPFK KennedyGPO Box 1373Adelaide 5000

Please place in a standard envelope No stamp is required

6. The proxy form must be signed by the member or the member’s attorney.

In the case of joint membership, either member can sign.

If the proxy form is signed under power of attorney, the power of attorney or a certified copy of the power of attorney must be forwarded to PKF Kennedy.