Proxy Voting for Share Class Amendment

This assignment focuses on the process of proxy voting in favor of a resolution to amend the class of preference shares in Wesfarmers Ltd. It provides details about the voting exclusions, particularly concerning the chairman's vote. The assignment includes a sample proxy form with sections for appointing the meeting chairperson as proxy and indicating voting directions. The document also outlines the significance of specific company registration sections and concludes that fulfilling voting requirements through proxy enables amending share classes.

Register a Proprietary Company & Draft
(create) a Notice of Meeting and Proxy form

TABLE OF CONTENTS
INTRODUCTION...........................................................................................................................3
PART 1............................................................................................................................................3
Stating the registration aspect of company as per section 117, 134, 135 and 169 in Australia...3
PART 2............................................................................................................................................4
Drafting a notice of meeting and proxy form..............................................................................4
CONCLUSION................................................................................................................................6
REFERENCES................................................................................................................................7

INTRODUCTION
Australian Securities and Investment Commission have introduced rules or steps that can
be followed by proprietor for registering a company. Further, Corporation Act (2001) of
Australia contains rule regarding the amendment of share class, notice of meeting etc. The
present report will shed light on the manner in which proprietary company can register itself in
Australia. Besides this, it will also provide deeper insight about the aspects of notice of meeting
and proxy forms.
PART 1
Stating the registration aspect of company as per section 117, 134, 135 and 169 in Australia
Considering the case situation, Wesfarmers Ltd intends to create a constitution regarding
non-voting shares. According to Corporations Act (2001), constitution implies for the contract
which takes place between company and its member, each director as well as CS. Companies
Act introduced by Australian authorities clearly shows that business unit can undertake
constitution in both the situations before or after registration (Proprietary company registration,
2017). Hence, when constitution is done before registration then consent of each member must
be in writing. On the other side, there is need to pass special resolution for the adoption of
constitution after registration. Considering the aspect of Corporation Act, it can be stated that if
business organization does not want to have constitution then replaceable rules can be used by it.
Section 117: This section of Corporation Act (2001) presents that the main objective of
replaceable rule scheme is to save cost and enhance efficiency as well as uniformity. Concerned
section of the Act presents that company (limited by shares) or an unlimited company which is
applying for the registration needs to include basic information about the shares which members
are agreed to take up (Constitution and replaceable rules, 2017). Further, amended section 117
(2) exhibits that information regarding rights and conditions attached with the shares need to be
included in application. Along with this, members who have given their consent in relation to be
a member also need to be included in the concerned application of registration. Along with this,
replaceable rules in

Section 134: Such section of the legislation presents that internal management of the
company governed through the means of replaceable rules / by constitution or a combination of
both.
Section 135: It presents that replaceable rules are applied on the firm that registered after
the period of 1st July 1998. As per this, business unit has right to make some modifications in the
replaceable rules through the means of constitution.
Section 169: As per the laws and legislation, at the time of registration business
organization needs to include information about the name, date as well as address of the
concerned member (Corporations Act 2001, 2017). Further, if business unit has share capital
then it needs to include information about class, allotment and share held by each member etc.
Hence, by taking into account all the above depicted laws and legislation; it can be
presented that by passing a special resolution regarding non-voting shares Wesfarmers Ltd can
create a constitution as it was already registered firm.
PART 2
Drafting a notice of meeting and proxy form
Australian rules and regulations entail that notice of meeting must be accurate as well as
honest. Along with this, at the time of giving notice business entity should keep in mind that
information does not mislead stakeholders. Section 254 (a) of Corporation Act 2001 states that
company has power in relation to issue bonus, partly paid, preference as redeemable preference
share. Hence, regarding such aspect, notice of meeting should be given to the shareholders which
in turn encourage their participation either through the means of direct voting or the appointment
of proxies. On the basis of such aspect, under the notice of meeting there must be information
regarding shareholders right pertaining to the appointment of proxy. On the basis of given case
situation, the main agenda of the notice pertaining to meeting is amendment of the constitution
regarding the class creation of preference shares. In this, section 254A (2) of Corporations Act
2001 requires that rights pertaining to priority in payment, dividend, voting etc must be approved
through the means of special resolution.

Clause 2.4 as well as section 246 B entails that approval is given to the company
pertaining to varying rights attached with the class of shares as per the terms mentioned in
explanatory notes. Considering the proxy form voting can also be done in relation to the person
who is entitled to vote.
Resolution 1: Amendments in the class creation of preference shares
Background: Business unit is seeking for approval in relation to the creation of prefers
shares class. Section 254 of Corporation Act presents that business unit has right to make
changes in class of preference shares. On the basis of proposed amendment business unit is
planning to creation a constitution pertaining to the class of non-voting shares related to
preference securities (Guidelines for notices of meeting, 2017). Rules which are listed in ASX
entails that, approval from shareholders needs to be undertaken before doing variations in the
class of preference shares.
Director’s recommendations: It is recommended by Board of Directors that shareholders
vote need to be in favor of such resolution. With the motive to implement such resolution
chairman will vote undirected proxies in the favor of resolution.
Voting exclusions: In relation to the concerned or proposed amendment, business
organization will not consider any vote done by Chairman and one of the associates
(GUIDANCE ABOUT CLASS OF SHARES, 2017). However, the same is not applied where it is
done by the person in the form of proxy on the behalf of other individual who has right of voting.
For example: Proxy form of Wesfarmers
Wesfarmers Ltd
Level 14, Brookfield Place
Tower 2
123 St Georges Terrace
Perth 6000, Western
Australia

Code:
Holder number:
Section A: Appointment of Proxy
Being a registered shareholder of the company entitled to attend and vote hereby appoint:
The meeting chairperson
Or
In this, if no person is named then chairperson of the meeting has right to act in accordance with the
specific direction. G
Section B: Voting Directions
Kindly mark ‘X’ in one of the below mentioned box for indicating your voting direction as proxy.
Chairperson of the meeting has an intention to vote in the favor of all the resolution when situation of
undirected proxies occur. However, under exceptional case, chairperson can change his or her intention
for resolution when announcement made by ASX.
Amendment of the constitution regarding the class of preference shares
For Against Abstain
Section C: Signature of security holder
Notice: Proxy must be received on 8th January 2018 before 11am.
CONCLUSION
By summing up this report, it has been concluded that section 117, 134, 135 and 169
pertaining to company registration is highly significant. Further, it has been articulated that by
passing resolution and fulfilling voting requirements through proxy business unit can easily
amend the class of preference shares.

REFERENCES
Online
Constitution and replaceable rules. 2017. [Online]. Available through: <http://asic.gov.au/for-
business/registering-a-company/steps-to-register-a-company/constitution-and-replaceable-
rules/>.
Corporations Act 2001. 2017. [Online]. Available through:
<https://www.legislation.gov.au/Details/C2017C00328>.
GUIDANCE ABOUT CLASS OF SHARES. 2017. [pdf]. Available through:
<http://www.asx.com.au/documents/asx-compliance/guidelines-for-notices-of-meeting.pdf>.
Guidelines for notices of meeting. 2017. [pdf]. Available through:
<http://www.asx.com.au/documents/asx-compliance/guidelines-for-notices-of-meeting.pdf>.
Proprietary company registration. 2017. [Online]. Available through:
<https://www.aph.gov.au/Parliamentary_Business/Committees/Joint/Corporations_and_Fina
ncial_Services/Completed_inquiries/1999-02/complawreview/report/c06>.