AWI Board of Director Information

AWI's Constitution outlines requirements for nomination of persons as a potential director of the company. Seven (7) directors sit on AWI's Board. At least one third of the directors must retire and stand for election every second year.

Eligibility

There are three ‘avenues’ for candidates to be eligible for election.

• Shareholder nomination

Anyone may nominate for the board election using the board nomination form. The form must be signed by more than 99 eligible shareholders under rule 14.3(d)(ii)(B) of the AWI Constitution.

An eligible shareholder is a levy payer who has elected to become a shareholder of AWI and who has paid at least $100 in rolling wool levy amount in the preceding 3 financial years.

• Skills-based nomination

The second avenue is for skills-based director(s) to nominate for election. The AWI Board Nomination Committee (BNC) may put forward one or more candidates for election based on skills identified as necessary and desirable. These candidates are identified through a search agency.

This is based on the skills and experience of the current directors of the Company who are not standing for re-election, the nature of the business and affairs of the Company, and AWI’s strategic plan.

• Director rotation

Directors are eligible for re-election. The rotation rules for incumbent directors are set out in Clause 14 of the Constitution.

Procedure for Shareholder nomination

• A candidate must submit a completed nomination form to AWI not less than 60 days prior to the date of the Annual General Meeting.
• A completed nomination comprises the details and signature of more than 99 eligible shareholders on the Nomination form and a completed Consent to Act (Both of these forms are available on the website at www.wool.com in the shareholder information section under AGM’s.)
• The AWI Company Secretary will certify to candidates when they have met the shareholder signature requirements and completion of the Consent to Act form.
• Once having been confirmed as a candidate for election, candidates are invited to attend an interview with the Board Nomination Committee (BNC).

AWI will assist potential candidates by validating signatures with the share registry along the way.  This enables candidates to be aware of how many eligible shareholder signatures they have at relevant times.  Candidates are encouraged to contact AWI’s Company Secretary on this at an early juncture in the procedure.

Other Procedural Matters

Prior to the interview with the BNC:

• Candidates will be asked to provide a Curriculum Vitae prior to this interview.
• The BNC will carry out checks on each candidates’ character, experience, education, criminal record and bankruptcy
• Once due diligence is completed the BNC prepares a report to shareholders on those candidates whom it believes would be most suitable for election (or re-election). The report will consider:

1. 1. the combination of Directors that will, in its view, best ensure that the Board collectively has an appropriate balance of skills and experience.
   2. Board diversity; and
   3. the Board’s succession plan and renewal needs.

This report is included in the Notice of Meeting for the AGM to assist shareholders.  The Notice of AGM also includes a short narration of the skills and experience of each candidate for election. The candidates are invited to supply this information to the company.