ASX Announcement
Wellard Limited (Wellard, ASX:WLD) is pleased to announce the appointment of experienced businessman and finance professional Mr John Klepec as an independent non-executive Director of Wellard.
Mr Klepec possesses considerable expertise in commercial management, business development and finance across a wide range of industry groups including agriculture, logistics and commodities.
Mr Klepec has considerable public company experience, including, most recently, as a non-executive director and alternate director of Ten Network Holdings Limited for three years.
Mr Klepec was also recently the Chief Development Officer for Hancock Prospecting from 2010 to 2016, and prior to that held senior management positions with major Australian publicly listed companies BHP Billiton Limited, Mayne Group Limited and with the BGC Group.
During his time at Hancock Prospecting he was responsible for developing Hancock’s substantial agricultural portfolio, including acquisition of 50% of Bannister Downs Dairy, three major Kimberley Beef Pastoral Stations (Fossil Downs, Liveringa and Nerrima) and two premier Wagyu herds. He also led the sale of a 30% equity interest in Roy Hill to Japanese, Korean and Taiwanese interests for $3.5billion; the rationalisation of Hancock’s coal interests; and was integral to securing the $7billion of project finance for Roy Hill.
Following Mr Klepec’s appointment, the Board of Wellard now comprises a majority of independent directors. Mr Klepec has been appointed chair of the Audit, Risk and Compliance Committee.
“John’s skillset complements the board’s existing experience and he will be a valuable addition to the board,” said Wellard Chairman David Griffiths.
“His business development and commercial management expertise is evident from the success of Hancock Prospecting’s Roy Hill development and emerging agricultural portfolio. John’s public company experience and financial acumen will also be of significant importance to Wellard.”
Mr Klepec said he was looking forward to joining the Wellard board.
“My business career has been built around working with and for companies that have identified significant opportunities and helping them to capture those opportunities. Wellard fits that criteria perfectly, and although it faces some immediate challenges, its medium to long term prospects are appealing,” he said.
Additional Resolution at AGM
Wellard’s constitution and ASX Listing Rule 14.4 requires that as a casual appointment by the Board, Mr John Kelpec be re-elected by Shareholders at the upcoming Annual General Meeting to be held at Botanicals 2, Lower Level, Crown Convention Centre, Great Eastern Highway, Burswood, WA on Tuesday, 29 November 2016 at 10:00 am (WST) (AGM).
As the appointment of Mr Klepec occurred after the despatch of the Notice of AGM, his re-election was not included in the document. Section 250R(1)(b) of the Corporations Act 2001 (Cth) provides that the business of an AGM may include the election of a director even if not referred to in the Notice of Meeting.
Accordingly, Wellard wishes to advise Shareholders that an additional Resolution 10 will be considered at the AGM for Mr Klepec’s election as a Director. An updated proxy form is attached to this announcement and a personalised proxy form may be obtained by contacting Wellard’s Share Registry. Shareholders who have registered for email communication will receive a personalised proxy form via email.
The additional resolution is as follows:
RESOLUTION 10 – APPOINTMENT OF MR JOHN KLEPEC AS DIRECTOR
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“That, pursuant to and in accordance with rule 11.3(a) of the Constitution and for all other purposes, Shareholders approve and confirm the appointment of Mr John Klepec as a Director of Wellard.”
The Board provides the following information to Shareholders in respect of the Resolution.
Rule 11.3(a) of the Constitution provides that if a person was appointed as a Director by the Board, Wellard must confirm that appointment at the next annual general meeting. Rule 11.3(a) does not apply to the Managing Director.
Mr John Klepec was appointed as a Director by the Board on 15 November 2016. Resolution 10 provides that the Shareholders approve and confirm his appointment as Director.
Resolution 10 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour of Resolution 10.
The Board (excluding Mr John Klepec) supports the appointment of Mr John Klepec to the Board and recommends that shareholders vote in favour of Resolution 10.
VOTING
Shareholders may vote on Resolution 10 by attending the AGM in person, or by submitting a proxy form. Shareholders who wish to submit a proxy vote in relation to Resolution 10 may do so by submitting the attached new proxy form which includes Resolution 10. Shareholders who have registered for email communication will receive a personalised proxy form via email. Shareholders who have not registered for email communication may obtain a new personalised proxy form by contacting Wellard’s Share Registry.
If you have already submitted an old Proxy Form in relation to Resolutions 1 – 9, this proxy remains valid but does not include the additional resolution. If you wish to vote on Resolution 10, please submit a new valid Proxy Form.
Shareholders can contact the Company’s Share Registry with enquiries on +61 1300 544 474 and those registered to vote online may do so at: www.linkmarketservices.com.au
Proxy Forms must be received by the Wellard’s share registry no later than 10.00 am (WST) on 27 November 2016, being at least 48 hours before the AGM. To ensure your Proxy Form is received on time, you may wish to lodge your Proxy Form online, by fax or by hand. The Proxy Form provides further instructions on appointing proxies and lodging Proxy Forms.
Please click here to view the full ASX Announcement with Proxy Form appended.
For further information:
Investors
Managing Director, Mauro Balzarini
Phone: + 61 8 9432 2800
Media
FTI Consulting, Cameron Morse
Phone: + 61 8 9485 8888
Mobile: +61 (0) 433 886 871