Bell Financial : 21/03/2016 Notice of Annual General Meeting/Proxy Form

a04436f4-6f56-48bf-8656-958e0137d0ed.pdf ASX RELEASE.‌‌‌

21 March 2016

Market Announcements Office ASX Limited

20 Bridge Street

Sydney NSW 2000

Via ASX Online

BELL FINANCIAL GROUP LIMITED - NOTICE OF ANNUAL GENERAL MEETING

In accordance with the Listing Rules, attached is a copy of Bell Financial Group's 2016 Notice of Annual General Meeting and Proxy Form.

Cindy-Jane Lee

General Counsel & Company Secretary

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Dear Shareholder

I have pleasure in inviting you to attend our 2016 Annual General Meeting. Enclosed is the Notice of Meeting, which sets out the items of business. The meeting will be held at our offices at Level 29, 101 Collins Street, Melbourne on Thursday 21 April at 11.00am.

I hope you are able to attend. If you can, please bring the enclosed proxy form with you so it will be easy for you to register your attendance.

Otherwise, you can vote by completing and returning the proxy form. The proxy form should be returned in the envelope provided or faxed to our share registry on 1800 783 447 (within Australia) or [phone] (outside Australia) so that it is received by 11.00am on Tuesday 19 April 2016.

Corporate shareholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registry.

I look forward to seeing you at the meeting. Yours faithfully

Colin Bell

Executive Chairman

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Bell Financial Group Limited (Company) ABN 59 083 194 763 will be held:

at: Bell Financial Group Limited,

Level 29, 101 Collins Street, Melbourne

on: Thursday 21 April 2016 at 11.00am Australian Eastern Standard Time

If you require further information please telephone the Company's share registry, Computershare Investor Services on: 1300 850

505 (within Australia) and [phone] (outside Australia).

Business of the meeting

1. Reports

   
   

   To receive the financial report, directors' report and auditor's report for the Company and its controlled entities for the year ended 31 December 2015.

   Note: There is no requirement for shareholders to approve these reports.

   
   

2. Election of directors

   
   

   Ordinary resolutions

   In accordance with Article 10.3 of the Company's Constitution:

3. Graham Cubbin retires by rotation and offers himself for re-election; and

4. Brenda Shanahan retires by rotation and offers herself for re-election.




5. Adoption of the remuneration report




Ordinary resolution

To adopt the remuneration report for the year ended 31 December 2015.

Notes:

The vote on this resolution is advisory only and does not bind the Company or the directors.

As a result of amendments to the Corporations Act known as the "two strikes rule", the result of the vote on this item may affect the 2017 AGM. If 25% or more of votes cast on this resolution are voted against this

item (constituting the "first strike"), a resolution on whether to hold a further meeting to spill the Board would be put to shareholders if a "second strike" occurs at the 2017 AGM. This spill resolution would be included in the 2017 Notice of Meeting.




Voting exclusion statement




The Corporations Act restricts members of the key management personnel (KMP) and their closely related parties from voting in relation to item 3 in certain circumstances.

The Company will disregard any votes cast on the proposed resolution in item 3:

by or on behalf of members of the KMP whose remuneration details are included in the remuneration report, or their closely related parties; and

by a member of the KMP or their closely related parties as proxy,

unless the vote is cast as a proxy on behalf of a person entitled to vote on this resolution, and that vote has been cast as specified on the proxy form, or where there is no specified voting direction on the proxy form, the vote is cast by the Chairman of the meeting as proxy and the form expressly authorises the Chairman to vote in favour of this resolution even though it is connected with the remuneration of KMP.




Additional information




Please refer to the Explanatory Notes on page 4 for more information on items 1, 2 and 3.




By order of the Board.




Cindy-Jane Lee

General Counsel & Company Secretary 21 March 2016




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Notes to Notice of Meeting




Members entitled to attend and vote

For the purposes of determining an entitlement to attend and vote at the meeting, shares will be taken to be held by the persons who are registered as shareholders of the Company at 7.00pm Australian Eastern Standard Time on Tuesday 19 April 2016.




Proxies

A shareholder entitled to attend and vote at the meeting may appoint one or two proxies to attend and vote instead of the shareholder. A proxy does not have to be a shareholder of the Company.

If a shareholder appoints the Chairman as their proxy in relation to item 3 (Adoption of the remuneration report) but does not complete any of the boxes 'For', 'Against' or 'Abstain' opposite the resolution on the proxy form, the shareholder is expressly authorising the Chairman to exercise their proxy, and the Chairman intends to vote in favour of item 3. If the shareholder wishes to appoint the Chairman as proxy with a direction to vote against or abstain from voting on the resolution in item 3, they should specify this by completing the 'Against' or 'Abstain' boxes on the proxy form.

If a shareholder appoints two proxies, each proxy must be appointed to represent a specified number or proportion of the shareholder's voting rights. If a number or proportion is not specified, then each proxy is entitled to exercise half of the voting rights.




Lodging a proxy form

If you wish to appoint a proxy, please complete the proxy form.

To be effective, the completed proxy form and any authority under which the form is signed must be received by 11.00am Australian Eastern Standard Time on Tuesday 19 April 2016 (i.e. 48 hours before the meeting):

1. at the Company's Share Registry:

   Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford, Victoria, 3067, Australia; or

   GPO Box 242 Melbourne, Victoria 3001.

   Fax number: (inside Australia) 1800 783 447

   or (outside Australia) [phone]; or

   
   

2. at the Company's registered office: Bell Financial Group Limited Level 29, 101 Collins Street Melbourne, Victoria, Australia

Fax number: [phone] Attention: Cindy-Jane Lee

Please see the attached proxy form for more information on the appointment of proxies.




Body corporate representatives

A body corporate which is a shareholder or which has been appointed as a proxy may appoint an individual to act as its representative at the meeting, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative, written proof of the representative's appointment must be lodged with, or presented to, the Company before the meeting.




Custodians and nominees

For Intermediary Online subscribers only (custodians and nominees) please visit www.intermediaryonline.com to submit your voting intentions.




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