4 November 2010 Company Announcements Office Australian Securities Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000 RE: RESULTS OF 2010 ANNUAL GENERAL MEETING We wish to advise that at the Annual General Meeting held today, all the resolutions set out in the attached Notice of Meeting were carried by a show of hands. Set out below is a summary of proxy votes received in relation to each resolution in the Notice of Meeting. Resolution For Against Open Abstain Resolution 1 198,756,414 288,121 2,319,656 3,950,345 Resolution 2 179,301,867 23,034,991 2,281,671 704,986 Resolution 3.1 202,445,150 296,915 2,348,263 206,740 Resolution 3.2 200,947,254 1,825,652 2,351,534 214,632 Resolution 3.3 201,979,128 795,265 2,347,855 229,655 Resolution 3.4 202,485,014 311,664 2,350,424 202,711 Resolution 3.5 200,359,940 1,679,095 2,352,442 960,426 Resolution 3.6 199,014,926 3,759,331 2,388,686 188,934 Yours faithfully, LEIGHTON HOLDINGS LIMITED ASHLEY MOIR Group Company Secretary
1 Registered Office: 472 Pacific Highway, St Leonards NSW 2065 Australia Fax number (02) 9925 6005 Share Registrar: Level 4, 60 Carrington Street Sydney NSW 2000 Australia Fax number (03) 9473 2555 Share Registrar s Postal Address: Share Registry GPO Box 242 Melbourne VIC 3001 Australia NOTICE OF ANNUAL GENERAL MEETING 2010 To: The Shareholders Notice is hereby given that the 2010 Annual General Meeting of Leighton Holdings Limited will be held in the Darling Harbour Convention and Exhibition Centre, Darling Drive, Darling Harbour, New South Wales, on Thursday 4 November 2010 at 10.00am to transact the following business: To consider and if thought fit pass the following resolutions as ordinary resolutions: 1. Annual Financial Report and Directors and Auditor s Reports To receive and consider the Financial Report and Reports of the Directors and Auditor for the year ended 30 June 2010. 2. Remuneration Report To adopt the Remuneration Report for the year ended 30 June 2010. (Note: the vote on this resolution is non-binding) 3. Election of Directors 3.1 R.D. Humphris retires by rotation in accordance with Clause 18 of the Company s Constitution and being eligible offers himself for re-election. 3.2 S.P. Johns was appointed a Non-executive Director on 21 December 2009. In accordance with Clause 17.2 of the Company s Constitution, S.P. Johns holds office until the conclusion of this meeting and being eligible offers himself for election. 3.3 Dr H.H. Lütkestratkötter retires by rotation in accordance with Clause 18 of the Company s Constitution and being eligible offers himself for re-election. 3.4 I.J. Macfarlane retires by rotation in accordance with Clause 18 of the Company s Constitution and being eligible offers himself for re-election. 3.5 Dr P.M. Noé retires by rotation in accordance with Clause 18 of the Company s Constitution and being eligible offers himself for re-election. 3.6 D.P. Robinson retires by rotation in accordance with Clause 18 of the Company s Constitution and being eligible offers himself for re-election. See the accompanying Explanatory Notes for information about the election of Directors. Invitation After the meeting all shareholders are invited to join the Directors for light refreshments. By Order of the Board A.J. Moir, Secretary Sydney 1 October 2010 Proxies 1. A proxy form accompanies this notice. Additional proxy forms will be provided by the Share Registrar on request. 2. A shareholder entitled to attend and vote at the meeting may appoint up to 2 proxies to attend and vote for the shareholder. A shareholder may specify the proportion or number of votes that the proxy may exercise. If a shareholder appoints 2 proxies and does not specify the proportion or number of the shareholder s votes each proxy may exercise, each proxy may exercise half of the votes. 3. A proxy need not be a shareholder of the Company. 4. The proxy form must be signed by the shareholder or the shareholder s attorney. Proxies given by corporations must be executed either in accordance with section 127 of the Corporations Act 2001 (Cth) or under the hand of a duly authorised officer or attorney. 5. The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy of the power of attorney or authority) must be received at or sent by fax to the Company s Share Registrar,, not later than 10.00am (AEDT) on Tuesday 2 November 2010. See above for the fax number and address of the Share Registrar. 6. Online Lodgement: You may lodge an electronic proxy online at www.investorvote.com.au (Control Number 184461) not later than 10.00am (AEDT) on Tuesday 2 November 2010. You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and to confirm your postcode if you reside in Australia or country of residence if you reside outside Australia. Eligibility to Vote For the purposes of the meeting, shares will be taken to be held by persons who are registered as members as at 7.00pm on 2 November 2010. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.
2 Registered Office: 472 Pacific Highway, St Leonards NSW 2065 Australia Fax number (02) 9925 6005 Share Registrar: Level 4, 60 Carrington Street Sydney NSW 2000 Australia Fax number (03) 9473 2555 Share Registrar s Postal Address: Share Registry GPO Box 242 Melbourne VIC 3001 Australia EXPLANATORY NOTES item 1 annual financial report and directors and auditor s reports Shareholders will have a reasonable opportunity at the meeting to ask questions about or make comments on the Annual Financial Report, the Directors and Auditor s Reports and on the management of the Company. The Financial Report for consideration at the meeting will be the full Financial Report. Any shareholder wishing to receive a copy of the full Financial Report should contact the Company s share registry, Pty Ltd, and a copy will be provided free of charge. Shareholders will also have a reasonable opportunity at the meeting to ask questions of the Company s external auditor, KPMG relevant to: a) the conduct of the audit; b) the preparation and content of the Auditor s Report; c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and d) the independence of the auditor in relation to the conduct of the audit. The Board recommends that shareholders vote in favour of receiving the Annual Financial Report, the Directors Report and the Auditor s Report. item 2 remuneration report Shareholders will also have a reasonable opportunity at the meeting to ask questions about or make comments on the Remuneration Report. The Remuneration Report which forms part of the Directors Report on pages 51 to 75 of the Concise Annual Report sets out the remuneration policies of the Company and reports on the remuneration arrangements in place for Non-executive Directors, Executive Directors and the other relevant Key Management Personnel of the Group. As prescribed by the Corporations Act 2001 (Cth) (Corporations Act), the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. The Board recommends that shareholders vote in favour of the adoption of the Remuneration Report. item 3 election of directors The experience, qualifications and other details about the candidates for election to the office of Director are set out below. A review of each of the candidates was conducted by the Remuneration and Nomination Committee in August 2010 and, on the basis of that review, the Board endorsed each of the following candidates for election. The Board recommends that shareholders vote in favour of each nominated Director. Robert Douglas Humphris OAM (68) ARSM, BSc (Eng) Hons, CEng, FIMMM, FAIMM An Independent Non-executive Director since 2004 and a Director of Leighton International Limited. Mr Humphris is an Honours graduate in Mining Engineering at the Royal School of Mines, Imperial College, London University. Chairman of Ampcontrol. Former Managing Director of Peabody Resources (previously Costain Australia Limited). Former Chairman of Eroc Holdings, New South Wales Mineral Council, Australian Coal Association and Newcastle Coal Shippers Limited. Past Director of Australian Coal Research Limited and Port Waratah Coal Services Limited. As at 30 June 2010, Mr Humphris was a Director of the following other ASX listed entity: Australian Infrastructure Fund Limited since 2006. Mr Humphris is a member of the Ethics and Compliance Committee. Stephen Paul Johns (63) BEc, FAICD, FCA Appointed an Independent Non-executive Director on 21 December 2009. A graduate in Economics from the University of Sydney. Fellow of the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors. Appointed an Executive Director of Westfield Holdings Limited in November 1985, Mr Johns held a number of positions within Westfield, including Finance Director from 1985 to 2002 and became a Non-executive Director of the Westfield Group in October 2003. Chair of the Spark Infrastructure Group and a Director of Brambles Limited and Sydney Symphony Limited. As at
3 30 June 2010, Mr Johns was a Director of the following other ASX listed entities: Westfield Holdings Limited 1, Spark Infrastructure Group and Brambles Limited. Mr Johns is the Chairman of the Audit Committee. 1 The securities of Westfield Holdings Limited are stapled to those of Westfield Trust and Westfield America Trust, the responsible entities of which are Westfield Management Limited (appointed 11 November 1985) and Westfield America Management Limited (appointed 20 February 1996). The three entities comprise the Westfield Group, the stapled securities of which trade as one security on the ASX. Dr Herbert Hermann Lütkestratkötter (60) Dr.-Ing. A Non-executive Director since 2007. Studied mechanical engineering and gained a Doctorate in Civil Engineering at Aachen Technical University. Member of the Executive Board of HOCHTIEF AG since December 2003. Appointed Deputy Chief Executive Officer of HOCHTIEF management Board in November 2006 and became Chief Executive Officer of HOCHTIEF in April 2007. Prior to joining HOCHTIEF AG Dr. Lütkestratkötter had a wide range of experience in the industry having served for over 25 years in international engineering and construction businesses. He is also a Director of HOCHTIEF Australia Holdings Limited. Ian John Macfarlane AC (64) BEc (Hons), MEc An Independent Non-executive Director since 2007. A graduate in Economics from Monash University. Previously Governor of the Reserve Bank of Australia from 1996 to 2006, Deputy Governor of the Reserve Bank of Australia from 1992 to 1996. Member of International Advisory Board, Goldman Sachs, Temasek Holdings and CHAMP Private Equity. Director of the Lowy Institute for International Policy. As at 30 June 2010, Mr Macfarlane was a Director of the following other ASX listed entities: Woolworths Limited since 2007 and ANZ Bank Limited since 2007. Dr Peter Michael Noé (53) Dr. rer.pol. A Non-executive Director since 2003. Elected Deputy Chairman in April 2007. A graduate of the University of Cologne in business management studies. Since February 2002 has been a member of the Executive Board of HOCHTIEF AG with his responsibilities including the Asia Pacific division from December 2003, Airport division from June 2004 and Concessions division from July 2008. Chairman and CEO of HOCHTIEF Concessions AG from September 2009. A Non-executive Director of the Supervisory Board of Athens International Airport S.A. Chairman of the Supervisory Board of Flughafen Duesseldorf GmbH since January 2010 (Vice Chairman from January 2008). A Director of HOCHTIEF Australia Holdings Limited. Dr Noé is a member of the Remuneration and Nomination Committee. David Paul Robinson (54) MCom, BEc, FCA, FTIA A Non-executive Director since 1990 and a Director of Leighton Properties. A graduate of the University of Sydney. Registered company auditor and tax agent. A chartered accountant and principal of the firm Harveys Chartered Accountants in Sydney. Advisor to local and overseas companies with interests in Australia. Participates in construction industry affairs. A Director of Windsor Farm Foods Group Limited. A trustee of Mary Aikenhead Ministries, the responsible entity for the health, aged care and education works of the Sisters of Charity in Australia. A Director of HOCHTIEF Australia Holdings Limited. As at 30 June 2010, Mr Robinson was a Director of the following other ASX listed entity: Valad Property Group from February 2010. Mr Robinson is a member of the Audit Committee and Plan Committee.
agm location map key Parking Freeway Exit Suggested Travel Route Metro Monorail Stop Metro Lightrail Stop parkside auditorium Level 1, Sydney Convention and Exhibition Centre Darling Drive, Darling Harbour, Sydney NSW 04 November 2010 Commencing at 10:00am (Sydney time). parking Up to 4 hours - $8.00 per hour After 4 hours - $30.00 maximum stockcode NOTICE OF ANNUAL GENERAL MEETING 2010