SYDNEY AIRPORT STAPLED SECURITIES ASX-Iisted Sydney Airport comprises Sydney Airport Limited and Sydney Airport Trust 1
2 Sydney Airport Notices of Meeting 2016
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Annual General Meeting
The Sydney Airport Annual General Meeting (AGM) will be held on 20 May 2016. The AGM will comprise concurrent meetings of the two entities that make up ASX-listed Sydney Airport, namely Sydney Airport Limited (ACN 165 056 360) (SAL) and Sydney Airport Trust 1 (ARSN 099
597 921) (SAT1). The Trust Company (Sydney Airport)
Limited (ACN 115 967 087) (AFSL 301162) (TTCSAL) is the
responsible entity of SAT1.
Section 2 explains the business of the meetings and the notices of meeting are contained in section 3. Voting information is contained in section 4 and proxy forms accompany this document. Proxies can also be lodged online at investorvote.com.au.
Consistent with Sydney Airport's usual practice, voting on all resolutions will be conducted by poll and the results announced to the ASX and made available on the Sydney Airport website as soon as they are known.
The Chairman intends to cast undirected proxies in favour of all resolutions subject to the voting exclusions set out below.
This document is important and requires immediate attention. It should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your stockbroker, solicitor, accountant or professional adviser without delay.
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Explanatory Notes to AGM business
Consideration of Reports
In accordance with the Corporations Act 2001 (Cth) (the Act), the Financial Report, Directors' Report and Auditor's Report of SAL and its controlled entities for the financial year ended 31 December 2015 will be put before investors. These Reports are in Sydney Airport's
2015 Annual Report and can be accessed on our website at www.sydneyairport.com.au/investors.
This item does not require a formal resolution and, accordingly, no vote will be held on this item. Investors will, however, be given a reasonable opportunity to ask questions on these Reports during discussion on this item.
Adoption of Remuneration Report - (SAL Resolution 1)
SAL's Remuneration Report for the period ending 31 December 2015 is set out on pages 19-29 of the Sydney Airport Financial Report for the year ended 31 December 2015 (pages 75-85 of the 2015 Annual Report) and is also available on our website at www.sydneyairport.com. au/investors.
The Remuneration Report includes an explanation of SAL's remuneration principles, policy and structure, the role of the Nomination and Remuneration Committee and the remuneration arrangements for directors and key management personnel (KMP).
In accordance with the Act, the vote on the adoption of SAL's remuneration report for the financial year ended 31 December 2015 is advisory only and does not bind the directors or SAL.
The directors will, however, take the outcome of the vote into account when considering future remuneration policy for directors and KMP of Sydney Airport.
Voting exclusion statement
SAL will disregard any votes cast on SAL Resolution 1:
by or on behalf of a member of KMP, details of whose remuneration are included in the Remuneration Report;
by or on behalf of a 'closely related party' (as defined in section 9 of the Act) of a member of KMP; and
as a proxy by a member of KMP or a KMP's closely related party,
unless the vote is cast:
as proxy for a person entitled to vote, in accordance with the directions on the proxy form; or
by the Chairman of the meeting as proxy for a person entitled to vote, in accordance with an express authority to vote undirected proxies as the Chairman sees fit (even though the resolution is connected directly or indirectly with the remuneration of a member of KMP).
The board of Sydney Airport Limited unanimously recommends that investors vote in favour of adopting the Remuneration Report.
Appointment of Directors (SAL Resolutions 2, 3 and 4)
To pass the resolution to appoint a director more than 50% of the votes cast by investors must be in favour of the resolution. SAL Resolutions 2, 3 and 4 will be put as ordinary resolutions.
Directors standing for re-election
In accordance with the SAL constitution and the ASX Listing Rules, Mr Michael Lee and Mr John Roberts retire by rotation. Mr Lee and Mr Roberts offer themselves for re-election to the board of SAL.
As required by the SAL constitution and the ASX Listing Rules, Mr Grant Fenn also stands for election to the
SAL board following his appointment to the board on 1 October 2015.
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2. Explanatory Notes to AGM business (continued)Michael Lee BSc, BE, FIE Aust
Mr Lee was appointed as a Sydney Airport director in June 2003. He is the Chairman of the Safety,
Security and Sustainability Committee and a member of the Audit and Risk Committee, Nomination and Remuneration Committee and Western Sydney Airport Committee. He is the Chairman of Communications Alliance, the peak communications industry body.
He is a former director of ASX-listed DUET Group, Superpartners, National Film and Sound Archive and former Chair of the NSW TAFE Commission Board. Mr Lee served in the Australian Parliament for 17 years and held a number of senior positions in both government and opposition, including serving as Minister for Tourism, Communications and the Arts.
Mr Lee is 59 years old and is an Australian citizen. The board of Sydney Airport Limited considers Mr Lee to be an independent director.
In December 2015 the board conducted a review of the performance of the board, the directors and the committees to which they are appointed. Consistent
with the result of those reviews, the re-election of Mr Lee is supported by the board.
The board of Sydney Airport Limited (with Mr Lee abstaining) recommends that investors vote in favour of Mr Lee's re-election.
John Roberts LLB
Mr Roberts was appointed as a Sydney Airport director in October 2009. He is the Chairman of the Audit and Risk Committee and a member of the Western Sydney Airport Committee. He is a director of ASX-listed Macquarie Atlas Roads Limited and non-executive Chairman of Macquarie Infrastructure and Real Assets (MIRA) and continues to serve on a number of boards and investment committees within MIRA, a division that has around $100 billion of assets under management.
He previously served for just over 10 years as both a director and Chair of ASX-listed DUET Group. Mr
Roberts joined Macquarie Group in 1991 and over the following 22 years held executive roles including Head of Macquarie Group Europe, Joint Head of Macquarie Capital Advisers, Global Head of Macquarie Capital Funds (prior to it being renamed MIRA), Chairman of NYSE listed Macquarie Infrastructure Company and Executive Chairman of Macquarie Funds Group.
Mr Roberts is 57 years old and is an Australian citizen. The board of Sydney Airport Limited considers Mr Roberts to be an independent director.
In December 2015 the board conducted a review of the performance of the board, the directors and the committees to which they are appointed. Consistent with the result of those reviews, the re-election of Mr Roberts is supported by the board.
The board of Sydney Airport Limited (with Mr Roberts abstaining) recommends that investors vote in favour of Mr Roberts' re-election.
Grant Fenn BEc, CA
Mr Fenn was appointed as a Sydney Airport director in October 2015. He is a member of the Western Sydney Airport Committee. Mr Fenn has been the Managing Director and Chief Executive Officer of ASX-listed Downer EDI Limited since 2010. He is a Chartered Accountant with over 25 years' experience in senior executive roles in major Australian corporations covering operational and financial management and strategy development. Mr Fenn was a member of the Qantas Executive Committee for over ten years, Chairman
of Star Track Express and a director of Australian Air Express. He held a number of senior executive roles at Qantas including responsibility for Strategy and
Investment and Associated Businesses, which included the Airport, Freight, Flight Catering and Qantas Holidays businesses. Prior to Qantas, Mr Fenn spent eight years with accounting firm KPMG.
Mr Fenn is 51 years old and is an Australian citizen. The board of Sydney Airport Limited considers Mr Fenn to be an independent director.
Mr Fenn was appointed as a director on 1 October 2015 after an extensive search process conducted with the assistance of a non-executive director recruitment specialist. Extensive reference checks were conducted before his appointment. A disclosure of interest form was provided by Mr Fenn and notified to the board as part of directors' standing interest disclosures.
The board of Sydney Airport Limited (with Mr Fenn abstaining) recommends that investors vote in favour of Mr Fenn's election.
Approval for the CEO Long Term Incentives for 2016 (SAL Resolution 5)
Investors are being asked to approve the equity component of Ms Mather's remuneration package for 2016, which relates to the proposed grant of
Rights, being rights to acquire Sydney Airport stapled securities subject to the satisfaction or waiver of certain performance conditions, under the Sydney Airport Long Term Incentive Plan (the LTI Plan).
4 Sydney Airport Notices of Meeting 2016
2. Explanatory Notes to AGM business (continued)Why is the approval of investors being sought?
As stapled securities allocated under the LTI Plan to satisfy vested grants of Rights are expected to be bought on-market in future upon satisfaction of the vesting conditions, Sydney Airport is not required by law to seek investor approval.
The Board has, however, determined that in the interests of transparency and good governance, investor approval for equity-based allocations to the CEO will be sought for 2016.
Details of the terms of the LTI Plan and the proposed grant of Rights to the CEO are set out in the Appendix to this document.
What is the board's recommendation?
In the non-executive directors' view, it is in the best interests of investors to approve the grant of Rights to the CEO because vesting of the Rights will be subject to performance hurdles that appropriately align the CEO's remuneration with investor returns.
The board of Sydney Airport Limited (with the CEO, Ms Mather, abstaining) recommend that investors approve the grant and the CEO's continuing participation in the LTI Plan.
Voting Exclusions
Resolution 5 - Approval for the CEO Long Term Incentives for 2016
SAL will disregard any votes cast on SAL Resolution 5:
by or on behalf of Kerrie Mather or her closely related parties, or her associates; and
as a proxy by a member of KMP or a closely related party of a member of KMP,
unless the vote is cast:
as proxy for a person entitled to vote, in accordance with the directions on the proxy form; or
by the Chairman of the meeting as proxy for a person entitled to vote, in accordance with an express authority to vote undirected proxies as the Chairman sees fit (even though the resolution is connected directly or indirectly with the remuneration of a member of KMP).
Appointment of Director - (SAT1 Resolution 1)
To pass the resolution to appoint the director more than 50% of the votes cast by investors must be in favour of the resolution.
Director standing for election
In accordance with the TTCSAL constitution and the ASX Listing Rules, Ms Gillian Larkins stands for election as a director of the responsible entity of SAT1 following her appointment which took effect in April 2016
Gillian Larkins BCom, Grad Dip (Acc & Fin), MBA, CA, GAICD
Ms Larkins was appointed as a TTCSAL director in April 2016. Ms Larkins joined Perpetual as Group Executive Transformation Office in October 2012, and assumed the role of Chief Financial Officer in January 2013. Ms Larkins has approximately 20 years of experience in finance, strategy and management roles across a number
of industries. Most recently, she was Chief Financial Officer, Managing Director of Westpac Institutional Bank, responsible for Finance and Strategy, and prior to that, Chief Financial Officer Australia & New Zealand of Citigroup. Ms Larkins has also served on the board of
Hastings Fund Management as a non-executive director from 2009 to 2011. As a member of the Executive Leadership Team reporting to the CEO, Ms Larkins heads Perpetual's Finance, IT, and Risk functions, which include Audit, Legal and Company Secretariat.
Ms Larkins is 44 years old and a New Zealand citizen. Whilst the board of TTCSAL has in place governance arrangements requiring that the composition of its board reflect a majority of independent directors, since Ms Larkins is an employee of the parent company of TTCSAL, she is not considered by the board of TTCSAL to be an independent director.
The board of The Trust Company (Sydney Airport) Limited (with Ms Larkins abstaining) recommends that investors vote in favour of Ms Larkins' election.
Sydney Airport Holdings Limited issued this content on 15 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2016 00:20:28 UTC
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