Laboratories Credit Union Limited

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The 67th Annual General Meeting of Laboratories Credit Union Limited will be held on Thursday, 4th November 2021 at 6.00 pm via Videoconference.

Due to current restrictions on public gatherings, we will be holding a virtual AGM this year via Videoconference. Details about registering for the AGM will be sent to members closer to the AGM date. Regrettably, we will not be holding a dinner following the AGM this year.

Agenda

1. Confirmation of minutes from the last AGM held on 5th November 2020.

2. To receive from the Board, General Manager and Auditor, reports on the results of operations of Laboratories Credit Union during the financial year ended 30 June 2021.

3. To consider and, if thought fit, pass the following resolution as a special resolution to amend the Constitution:
“That Laboratories Credit Union’s Constitution be amended to allow for the issue of Mutual Capital Instruments (MCIs) by making the amendments marked-up in the copy of the Constitution which is tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification.”

Note: The proposed amendments to the Constitution are described in the Explanatory Notes to this notice. A copy of the Constitution marked-up with the proposed amendments is available on our website at www.lcu.com.au. Alternatively, members can request a copy by contacting the Credit Union on (02) 9859 0585 or at info@lcu.com.au. A copy will also be available to view at the Annual General Meeting.

4. Election of Directors
Three (3) Directors are to be elected in accordance with the Constitution of the Credit Union. Current Directors Frank Benito de Valle, Alistair Scott Martin and Paul Swan have their terms of office terminating at this meeting. All Directors have re-nominated for a further term and are eligible for re-election in accordance with the Constitution, as the Credit Union has received three [3] nominations for three [3] positions, an election is not required. Subject to the Credit Union’s Nomination Committee process, a separate resolution confirming each appointment will be put to the shareholders at the meeting.

5. Remuneration of Directors
It is recommended that the total remuneration to be shared by the Board of Directors for the 2021/22 period be increased from $57,000 to $57,500 plus 10% Superannuation Guarantee Contribution.

6. General Business

By Order of the Board
Leanne Harris
Secretary
15th September 2021

Documents for the AGM:

Entitlement to Vote

All members aged 18 years or more are entitled to vote at the AGM. A body corporate member wishing to appoint an individual as its representative at the AGM must provide the Credit Union with a validly executed written appointment. Alternatively, members may appoint a proxy to attend and vote at the AGM on their behalf.

Proxies

You can appoint a proxy to attend and vote at the meeting on your behalf. Your proxy does not have to be a member of Laboratories Credit Union. You can obtain an Appointment of Proxy form from the Credit Union by phoning the Secretary on 02 9859 0560 or emailing a request to info@lcu.com.au. To be valid, your completed Appointment of Proxy form must reach Laboratories Credit Union at 1 The Village, 3 Julius Avenue (PO Box 1967 Macquarie Centre) North Ryde NSW 2113 no later than 48 hours before the Annual General Meeting.

Annual Reports

Copies of Laboratories Credit Union Annual Report for the year ended 30th June 2021 will be available at the Annual General Meeting; they are also available on our website at www.lcu.com.au or Members can request a copy by telephoning the credit union office during working hours.

Explanatory Notes

Item 3: Amendments to Laboratories Credit Union’s Constitution to permit issuance of Mutual Capital Instruments (MCIs)
This special resolution will amend the Credit Union’s Constitution to allow for the issue of Mutual Capital Instruments (MCIs). MCIs are a new bespoke type of share provided for by law, that can only be issued by mutual entities. MCIs allow mutual entities to raise capital without jeopardising their mutual status or structure. The ability to issue MCIs gives mutual entities access to a broader range of capital raising and investment options than they previously had, to help innovate, grow and compete.

The Credit Union is a mutual entity as defined in the Corporations Act (each member has no more than 1 vote in general meeting for each capacity in which a person is a member) and thus is eligible to issue MCIs. However, the Credit Union’s Constitution must first be amended to allow it to issue MCIs. This special resolution will amend the Credit Union’s Constitution to address the specific legal requirements for MCIs, by:

Currently the Credit Union is only able to issue member shares. If the amendments are made it will also be able to issue MCIs. In addition to the matters described above the key features and rights of MCIs will be as summarised below:

The amendments seek to provide the Board with flexibility as to the terms of issue of MCIs to be best placed to address commercial and regulatory requirements for capital raising purposes. Whether or not MCIs carry any of the above permitted rights is a matter for the board to determine if and when it decides to issue MCIs. At this time the board has no plans to issue any MCIs.

The special resolution will also make consequential amendments to the Constitution in recognition that the Credit Union may have shareholders other than members (i.e. MCI holders), and that MCI holders, not just members, may be entitled to vote in general meetings and in the election of directors.

Exemption from, and amendments to, the Demutualisation Approval Procedure Rules.

The Credit Union has Demutualisation Approval Procedure Rules (DAPRs) in its Constitution that were developed to ensure that proposals that might demutualise the Credit Union could not proceed unless approved by a significant proportion of members via a prescribed postal ballot process. Proposals that are contrary to the Principles of Mutuality contained in the Preamble to the Constitution trigger the DAPRs. The DAPRs and Principles of Mutuality were developed many years ago, before there was a legislative definition of a mutual entity.

Although the proposed amendments to the Constitution to allow for the issue of MCIs are not a demutualisation as generally understood and would not jeopardise the Credit Union’s status as a mutual entity, they would technically trigger the DAPRs as they are inconsistent with the Principles of Mutuality.

In recognition that many mutual entities have Constitutional rules similar to the DAPRs, the law permits the Credit Union to amend its Constitution to allow for the issue of MCIs without complying with the DAPRs. Instead, the amendments can be made simply via a special resolution of members in general meeting. However, this only applies if the amendments are made before 6 April 2022 and the Credit Union only has 3 opportunities to make the changes during this time.

To ensure that the future issue of MCIs (or of securities that may convert to MCIs) will not itself trigger the DAPRs, the Constitutional amendments include consequential changes to both the DAPRs and the Principles of Mutuality to allow for such events. The amendments also address the possibility that the Corporations Act definition of MCIs may change in the future, by allowing shares, or securities convertible to shares, to be issued (or for the Constitution to be amended to allow for their issue) without triggering the DAPRs, so long as the shares meet the MCI conditions either in effect now, or at the time of the issue or conversion. The DAPR will also be amended to clarify that MCI holders do not have a right to vote in any postal ballot under the DAPR.

To be passed this special resolution requires the approval of at least 75% of the votes cast by members.

Your directors unanimously support this special resolution and recommend that you vote FOR it.

Other information

The Chair of the meeting intends to vote all available proxies in favour of this resolution.

Recommendation

The Board unanimously recommends that Members vote in favour of the resolution.

If you have any questions or comments about the changes or attending or voting at the AGM, please contact us on 02 9859 0585.

 Enquire Call 02 9859 0585