Advance notice of Annual General Meeting

Advance notice of Annual General Meeting and call for nominations for candidates for the office of Director and Members Committee Member

The Annual General Meeting (AGM) of Teachers Mutual Bank Limited will be held on Saturday, 23rd November 2019.

Venue: Canterbury Hurlstone Park RSL Club, 20-26 Canterbury Rd, Hurlstone Park NSW 2193

Time: Registration from 9:15 am AGM commences 10:00 am

2019 election of Directors

In respect of the election process, arrangements have been made for Computershare Investor Services Pty Limited to conduct the 2019 election of Directors. In accordance with the company’s constitution two (2) Director positions will become vacant when the terms of office for John Kouimanos, and Graeme Lockwood who retired on 30 June 2019, expire at the end of the 2019 Annual General Meeting.

Director candidates

Nominations are invited from eligible members of the company to stand as candidates at the election.

Criteria for Nomination

An individual is eligible to be a Director if the person:

(a) is a member;

(b) is not disqualified or prevented by law from being a Director;

(c) has not had a personal representative or trustee appointed to administer the person’s estate or property because of their mental incapacity;

(d) is not an employee of the company;

(e) provides the Nominations Committee with information and consents to the Nominations Committee determining if the person is of appropriate fitness and propriety to be and act as a Director by reference to the Fit and Proper Policy or whether they are disqualified or prevented by law from being

a Director;

(f) is of appropriate fitness and propriety to be and act as a Director, by reference to the Fit and Proper Policy.

You cannot be a Director of the company if you are a disqualified person under section 20 of the Banking Act 1959.

Each person seeking nomination will be required to provide the Nominations Committee with consent to conduct the necessary checks.

In order to be nominated a member must:

(a) be eligible as per the criteria above;

(b) be nominated by two (2) members;

(c) consent to the nomination and to an assessment under the Fit and Proper Policy in the terms required by the company; and

(d) give the Returning Officer a notice of nomination and a declaration complying with the Constitution before nominations close.

A candidate may submit for circulation to members a statement not exceeding 120 words and a minimum passport size photo taken not more than 12 months prior to the date of closure of nominations.

Nominations Committee for Director candidates

In accordance with the Constitution of the company, the Board has established a Nominations Committee. The responsibility of the Committee is to determine which persons are of appropriate fitness and propriety to be and act as a Director, by reference to the Board’s Fit and Proper Policy and advise the Returning Officer accordingly.

Each person who seeks nomination and each retiring Director who stands for re-election will be invited by the Nominations Committee to attend an interview with the Committee on Friday 13th September 2019 to determine the suitability of the nominee for election as a Director.

Each nominee is responsible for meeting their costs associated with attending an interview with the Nominations Committee.

Each nominee must provide the Nominations Committee with all information and documentation that the Nominations Committee reasonably requests to determine if the person is of appropriate fitness and propriety to be and act as a Director by reference to the Fit and Proper Policy. Any candidate who fails to make themselves available for interview will have their nomination rejected.

2019 election of Members Committee Members

In respect of the election process, arrangements have been made for Computershare Investor Services Pty Limited to conduct the 2019 election of Members Committee members. In accordance with the company’s constitution four (4) Members Committee positions will become vacant when the terms of office expire at the end of the 2019 Annual General Meeting. If there are more than four (4) candidates, an election is required for the four (4) positions.

Members Committee member candidates

Nominations are invited from eligible members of the company to stand as candidates at the election.

Criteria for Nomination

An individual is eligible to be a member of the Members Committee if the person:

(a) is a member;

(b) is not disqualified or prevented by law from being a director of a company;

(c) has not had a personal representative or trustee appointed to administer the person’s estate or property because of their mental incapacity;

(d) is not a Director or an employee of the company;

(e) provides the company with information and consents to the company determining if the person is of appropriate fitness and propriety to be a director of a company or whether they are disqualified or prevented by law from being a director of a company.

You cannot be a member of the Members Committee if you are a disqualified person under section 20 of the Banking Act 1959.

In order to be nominated a member must:

(a) be eligible as per the criteria above

(b) be nominated by two (2) members

(c) consent to the nomination and to an assessment of appropriate fitness in the terms required by the company; and

(d) give the Returning Officer a notice of nomination and a declaration complying with the Constitution before nominations close.

A candidate may submit for circulation to members a statement not exceeding 120 words and a minimum passport size photo taken no more than 12 months prior to the date of closure of nominations.

Returning Officer

Mr Justin Robinson, of Computershare Investor Services Pty Limited, has been appointed Returning Officer for the election of Directors and the election of Members Committee Members.

Nomination closing date

Nominations are to be in accordance with the company’s Constitution (available on our website) and must be received by the Returning Officer no later than 5pm on Friday, 6th September 2019. Nominations received after this time cannot be accepted.

Additional information is available on our website regarding becoming a Director or becoming a Members committee member

Nomination forms, Fit and Proper Policy, Privacy Notice for Nominees for Election to the Board or Members Committee and Board Charter are available from Jane Aldred on (02) 9735 9101 or email jaldred@tmbl.com.au

By order of the Board,

Steve James
Company Secretary