Notice is hereby given that the 53rd ANNUAL GENERAL MEETING

of AWA Mutual Limited (AWA or the Mutual) will be held at our Head Office, 49-51 Malop St, Geelong on Monday, 31 October, 2022 at 6pm.

Agenda

1. To confirm the minutes of the 52nd annual general meeting held on Tuesday, 26 October 2021.
2. To receive and adopt the report of the board of directors (Board or Directors) for the year ended 30 June 2022.
3. To receive and adopt the financial statements for the year ended 30 June 2022.
4. Four Director’s, Peter Richardson, Neville Pearce, Sean O’Neill and Elaine Carbines retire in accordance with the Constitution. Being eligible, Peter, Neville, Sean and Elaine have offered themselves for re-election and no nominations have been received. Members will be requested to endorse their appointment to the Board at the AGM.
5. To determine Directors’ honorariums for 2022/23. The Board is recommending an increase in total Board remuneration to $142,290.
6. To consider and, if thought fit, approve the below mentioned special resolution submitted by the Board.

Ordinary Resolution 

1. That the maximum aggregate remuneration payable to the Directors for the financial year ending 30 June 2023 be fixed as $142,290 (including all taxes and on-costs but excluding expenses incurred in the conduct of the Directors’ roles), and that this amount be apportioned to individual Directors as determined by the Board.

Notes

To be passed, an ordinary resolution requires the approval of a simple majority of members attending or represented by proxy and entitled to vote (Members). 

Special Resolution 

2. That, pursuant to section 136(2) of the Corporations Act 2001(Cth) (the Act), the existing Constitution be amended as described in the notice of Annual General Meeting.

Notes

To be passed, a special resolution requires at least 75% of the votes cast by Members who are present and entitled to vote, to be in favour.

Please see below for details on how to cast your vote

Further information regarding the above resolution is set out in the explanatory notes to this notice.

The Directors unanimously endorse the proposals in these resolutions and recommend you vote FOR the resolutions outlined above. 

Gavin Heathcote
Secretary 

Meeting registration will be available from 5.45pm with the meeting to commence at 6.00pm.

RSVP’s are requested by 28 October, 2022 to  or by calling 1300 056 953.

2021/22 Annual Report

The 2021/22 Annual Report will be provided prior to the meeting to those who register their attendance and via our website: www.awaalliancebank.com.au

Please consider the environment before printing this document.

There are 2 ways you can vote:

• In person at the Annual General Meeting OR
• Via Proxy:
  You can appoint someone or elect the Chair to act as your Proxy at the General Meeting and vote on your behalf. Your Proxy does not have to be a member of AWA. To do this, you will need to fill in the Appointment of Proxy form on our website. This can be done via post, via email to or in person at any of our offices.

To be valid, your Appointment of Proxy form must reach AWA no later than 4pm EST on 31 October 2022.

Download the Proxy form

Explanatory notes 

Ordinary resolution – Director remuneration 

Pursuant to rule 17.1(1) of the Constitution, the aggregate amount of remuneration paid to the Directors in any financial year for the Mutual must not exceed the aggregate amount that the Members in general meeting have determined for that year. The Board has the power under rule 17.1(1) of the Constitution to determine the allocation of the aggregate amount of remuneration among the Directors. 

The Mutual is proposing that the fixed remuneration for the financial year ending 30 June 2023 be $142,290.

Special resolution – amendment to the Mutual’s Constitution 

Purpose

The Mutual is seeking the approval of its Members to amend the Constitution as described further below. In accordance with section 136(2) of the Act, any amendments to the Constitution must be approved by a special resolution of members. Accordingly, resolution 2 will only be passed if at least 75% of the votes cast by Members present and entitled to vote at the AGM are in favour of the resolution. 

Following the passing of the Corporations Amendment (Meetings and Documents) Bill 2021, from 1 July 2022, under section 249R(c) of the Act, companies can hold a general meetings using virtual meeting technology only, if permitted to do so under their constitution. The proposed amendments are for the purpose of satisfying the virtual meeting legal requirement under s 249R(c) of the Act so that the Mutual can hold general meetings in either wholly virtual or hybrid (ie both in-person and virtual). Accordingly, the amendments are intended to provide an opportunity for members to participate in general meetings regardless of their geographical location.

Proposed amendments

A summary of the changes proposed by the amended constitution is set out below. As a result of the changes, the clause references and table of contents will also be updated. The text of the proposed amendment is set out in the schedule to this notice.

No.	Provision	Summary of proposed changes	Comments
1.	Holding members’ meetings and giving notices of meeting using one or more technologies (clause 11.4)	It is proposed to add a new clause 11.4, which enables the Mutual to hold general meetings using technology in either wholly virtual or hybrid venues.	The proposed change will mean that the Mutual will be complying with section 249R(c) of the Act when it holds wholly virtual general meetings.

Benefits of the proposed changes

The Board is of the opinion that the key advantages of the proposed changes are as follows: 

• the new clause 11.4 will allow the Mutual to hold general meetings in either wholly virtual or hybrid venues, to improve efficiency and facilitate transparency, through providing an opportunity for members to participate in general meetings regardless of their geographical location; and
• the new clause 11.4 will ensure that notices of general meetings are accessible to Members and include adequate information about the ability to attend through technology.

The Directors unanimously recommend that Members approve the proposed changes to the Constitution and vote in favour of the special resolution at the AGM.  

Disadvantages of the proposed changes

The Board is of the opinion that there are no material disadvantages associated with the proposed changes to the Constitution.

Schedule to the explanatory notes – constitution amendments

11.4     Holding members’ meetings and giving notices of meetings using one or more technologies

(1) Subject to the company complying with any requirements of the Corporations Act 2001 (Cth) and all other laws, a members’meeting may be held using one or more technologies that give all persons entitled to attend a reasonable opportunity to participate without being physically present in the same place, and the following provisions apply if a members’ meeting is held in that way:

• all persons so participating in the meeting are taken for all purposes (for example, a quorum requirement) to be present at the meeting while so participating;
• a requirement to allow an opportunity for persons attending the meeting to speak (for example, by asking questions) may be complied with by using one or more technologies that allow that opportunity; and
• a proxy may be appointed using one or more technologies specified in the notice of the meeting. 

(2) If a members’ meeting is held in the way described in paragraph (1):

• notice of the meeting must include information about how those entitled to attend can participate in the meeting (including how they can participate in a vote taken at the meeting, and speak at the meeting, to the extent they are entitled to do so); or

• if a member is entitled to attend the meeting, or to vote at the meeting, by proxy, the person conducting the meeting must treat a duly appointed proxy in the same way as the member would be entitled or required to be treated if the member attended the meeting in person.

(3) If the technology used in this Rule 11.4 encounters a technical difficulty, whether before or during the members’ meeting, which results in a member not being able to participate in any part of the meeting, the chair may, subject to the Corporations Act2001 (Cth) and Rule 11.3:

• allow the meeting to continue; or
• adjourn the meeting either for a reasonable period of time as may be required to fix the technology or to such other date, time and location as the chairperson of the meeting considers appropriate.

(4) Subject to the company complying with any requirements of the Corporations Act 2001 (Cth) and all other laws, a notice of a members’ meeting may be given, and any other information to be provided with a notice of a members’ meeting or at or in relation to the meeting may be provided, using one or more technologies to communicate to those entitled to receive notice of the meeting:

• the contents of the notice and the other information; or
• details of an online location where the items covered by paragraph (a) can be viewed or from where they can be downloaded. 

(5) All other provisions in this Constitution, including those in any Appendix, which:

• require or permit a members’meeting to be held;
• regulate giving notice of a members’meeting; or
• regulate the conduct of a members’meeting, 

are to be read subject to this Rule 11.4, and this Rule 11.4 prevails to the extent of any