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ABACUS GROUP — AGM Information 2021
Oct 13, 2021
64280_rns_2021-10-13_d8267bc8-cd11-42b7-a9f5-9192eb816ca7.pdf
AGM Information
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14 October 2021
2021 Notice of Annual General Meeting
The following documents are attached in relation to the Abacus Property Group Annual General Meeting (AGM), which will be held virtually at 2:30pm (AEDT) on Wednesday 17 November 2021:
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Notice of Access
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Notice of Meeting
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Sample Proxy Form
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Virtual Meeting Guide
For further information please see Abacus’ AGM website https://www.abacusproperty.com.au/agm-2021
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INVESTOR & MEDIA ENQUIRIES Cynthia Rouse Head of Investor Relations and Corporate Communications (+61) 2 9253 8600 abacusproperty.com.au
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Abacus Property Group Notice of Access
2021 Annual General Meeting
Date Wednesday, 17 November 2021 Time 2.30pm (AEDT)
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Due to the COVID-19 pandemic and with the health and safety of all our stakeholders as a high priority, the 2021 AGM will be held virtually.
A copy of the Notice of Meeting can be viewed and downloaded at the following link: abacusproperty.com.au/agm-2021
If you would like to receive a hard copy of the Notice of Meeting, please contact our share registry, Boardroom, on 1300 139 440 or +61 2 9290 9600.
TO RECEIVE YOUR SHAREHOLDER COMMUNICATIONS ELECTRONICALLY PLEASE LOG IN AT WWW.INVESTORSERVE.COM.AU AND FOLLOW THE PROMPTS.
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Notice of Meetings
The Annual General Meetings of securityholders of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited (the Companies) will be held in conjunction with Meetings of securityholders of Abacus Trust, Abacus Income Trust and Abacus Storage Property Trust (the Trusts).
Date Wednesday, 17 November 2021 Time 2.30pm (AEDT) Venue Virtual
Abacus Group Holdings Limited ACN 080 604 619
Abacus Group Projects Limited ACN 104 066 104
Abacus Storage Operations Limited ACN 112 457 075
Abacus Trust ARSN 096 572 128
Abacus Income Trust ARSN 104 934 287
(Responsible Entity: Abacus Funds Management Limited ACN 007 415 590)
Abacus Storage Property Trust ARSN 111 629 559
(Responsible Entity: Abacus Storage Funds Management Limited ACN 109 324 834)
(Together Abacus Property Group or ABP )
Notice of Meetings 2021 continued
Items of Business
1. Annual Financial Report
To receive and consider the Annual Financial Report, Directors’ Report and Auditor’s Report of Abacus Property Group and its controlled entities for the year ended 30 June 2021.
2. Remuneration Report
To consider and, if thought fit, to pass the following resolution as an advisory ordinary resolution of each Company: To adopt the Remuneration Report for the year ended 30 June 2021.
3. Election of directors
To consider and, if thought fit, to pass the following resolutions as a separate ordinary resolution of each Company:
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3.1 To elect Mark Bloom as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited.
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3.2 To re-elect Mark Haberlin who retires in accordance with the Constitutions and, being eligible, offers himself for re-election as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited.
4. Grant of rights to the Managing Director
To consider and, if thought fit, to pass the following as an ordinary resolution of each Company and each Trust:
That approval be given for the Company to grant 367,648 Rights under the Equity Incentive Plan to the Managing Director, Steven Sewell, on the terms set out in the Explanatory Memorandum.
5. Changes to constitution of each Company
To consider and, if thought fit, to pass the following as a special resolution of each Company:
That for the purposes of section 136 of the Corporations Act 2001 (Cth.) and for all other purposes, approval is given for the constitution of the Company to be amended as set out in the Explanatory Memorandum.
6. Changes to constitution of each Trust
To consider and, if thought fit, to pass the following as a special resolution of each Trust:
That for the purposes of section 601GC of the Corporations Act 2001 (Cth.) and for all other purposes, approval is given for the constitution of the Trust to be amended as set out in the Explanatory Memorandum.
VOTING EXCLUSION STATEMENTS
For all resolutions that are directly or indirectly related to the remuneration of a member of the key management personnel (KMP) of Abacus Property Group (being Resolution 2 and 4), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMPs and their closely related parties (together, Excluded Persons) from voting in some circumstances. ‘Closely related party’ is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a relevant KMP.
Additionally, the Companies will disregard any votes cast on Resolution 2 and 4 by an Excluded Person acting as a proxy or attorney, unless:
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votes are cast as proxy or attorney for a person entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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votes are cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on the resolution, and provided that the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way; or
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votes are cast by the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides.
VIRTUAL AGM AND WEBCAST
The meeting will be webcast live through the Lumi online virtual meeting platform: www.web.lumiagm.com. Securityholders and proxyholders may participate by logging in to the platform via your computer, tablet or mobile device when the meeting commences.
Securityholders must enter ABP’s meeting number (Meeting ID is 334-491-336) and use the Voting Access Code (VAC) which can be found on your proxy form. Login information for proxy holders is available by calling Boardroom on 1300 737 760 or +612 9290 9600 during the online registration period which will open one hour before the start of the meeting.
It is also possible to observe the meeting as a guest. To register as a guest, once you have entered the meeting ID you should select ‘Guest’ and enter your name and email address. Participants registered as guests cannot ask questions or vote.
Information on logging in to the online meeting platform has been emailed to Securityholders (or posted to those Securityholders who have elected not to receive electronic communications). These materials include an AGM Access Notice, Lumi Online Meeting Guide and answers to FAQs. These materials are available:
- on Boardroom’s Investor Website at: www.InvestorServe.com.au. If you do not have an InvestorServe account, please click “Register Now” to register. As part of the registration process, you will need to enter information about your holding, including your holding type and reference number.
– on ABP’s website at: www.abacusproperty.com.au/agm-2021
Information on how to use the online meeting platform, including how to vote online during the AGM, is available in the Online Meeting Guide. Registration will open one hour before the commencement of the meeting. It is recommended that you log in ahead of the meeting to test that the platform works on your device. A recording of the webcast will be available after the AGM on ABP’s website at: www.abacusproperty.com.au/agm-2021
Technical difficulties can occur with a virtual meeting format. If any such difficulties arise during the course of the AGM, the Chair of the meeting has discretion as to whether and how the meeting should proceed, including whether it should be adjourned and, if so, for how long. In such circumstances, and in exercising his/her discretion, the Chair would consider a number of factors, including the number of Securityholders affected and the extent to which participation in the meeting has been restricted. In such circumstances, the Chair may determine that the meeting should continue and transact business including voting on the resolutions. For this reason, Securityholders should consider lodging a direct vote or appointing a proxy ahead of the AGM even if they intend to participate in the meeting online.
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Notice of Meetings 2021 continued
DISCUSSION AND QUESTIONS
The format of the meeting will follow in part ABP’s standard AGM format including the Chair’s Address and Managing Director’s presentation followed by the items of business. Securityholders will have a reasonable opportunity to submit written questions through the online meeting platform on any of these parts of the meeting.
Written questions submitted will be read out by a moderator and the Chair will determine the appropriate person to answer them. Questions may be submitted at any time during the meeting and on any item of business. However, to facilitate the flow of the meeting in this new format, the Chair will dedicate time for a single Q&A session to cover all questions, rather than having individual Q&As on each part of the meeting and item of business.
ABP will fairly present all questions received. However ABP reserves the right to withhold questions that are abusive or irrelevant, to summarise lengthy questions and to collate a number of questions on the same topic and present them as a single question. The Chair has the right, where a large number of questions are submitted, to end the Q&A session after a reasonable period in order to keep within the meeting schedule. Answers (or summaries of them) to questions submitted, including any not asked during the meeting, will be uploaded to ABP’s website a reasonable period of time after the meeting. These will be available at: www.abacusproperty.com.au/agm-2021.
VOTING ENTITLEMENTS
In accordance with Corporations Regulations 7.11.37, the directors have determined that the securityholding of each securityholder for the purposes of ascertaining the voting entitlements for the Meetings will be as it appears in the Abacus Property Group Security Register at 7pm (Sydney time) on Monday 15 November 2021. Accordingly, security transfers registered after that time will be disregarded in determining entitlement to attend and vote at the Meetings.
PROXIES AND CORPORATE REPRESENTATIVES
If you are unable to attend the Meetings, you are encouraged to appoint a proxy to attend and vote on your behalf.
A securityholder entitled to attend and vote at the Meetings is entitled to appoint a proxy. A securityholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or the number of votes each proxy is appointed to exercise. A proxy need not be a securityholder of the Abacus Property Group. Abacus Property Group must receive proxies at least 48 hours before the Meetings (that is, before 2.30pm (Sydney time) on Monday 15 November 2021).
You can direct your proxy how to vote by following the instructions on the proxy form. Securityholders are encouraged to direct their proxy how to vote on each item of business.
Any directed proxies that are not voted on a poll at the Meetings by a securityholder’s appointed proxy will automatically default to the Chair of the Meetings, who is required to vote proxies as directed on a poll.
The KMP of Abacus Property Group (which includes all directors) will not be able to vote your proxy on remuneration related resolutions (being Resolutions 2 and 4) unless you direct them how to vote, or the Chair of the Meetings is your proxy.
If you intend to appoint the Chair of the Meetings as your proxy (or if the Chair becomes your proxy by default), you can direct the Chair how to vote by marking one of the voting boxes for the relevant resolution on the proxy form (for example to vote ‘for’, ‘against’ or ‘abstain’ from voting). Alternatively, if the Chair of the Meetings is or becomes your proxy and you do not mark any of the boxes opposite a resolution, the Chair may vote as he/she sees fit. Please note that by submitting the proxy form without voting instructions, you will be giving the Chair of the Meetings your express authority to vote your proxy as he/she decides on remuneration related resolutions, even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP of Abacus Property Group.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of each Resolution.
EXERCISING YOUR RIGHT TO VOTE
In accordance with good governance, voting on each resolution will be conducted by a poll. Accordingly, each Securityholder present in person or by proxy, attorney or corporate representative via the online AGM platform has one vote for each Security held.
HOW TO VOTE
Securityholders entitled to vote at the meeting may vote:
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by voting online at www.votingonline.com.au/abpagm2021 before the meeting - Securityholders must enter the Voting Access Code (VAC) which can be found on your proxy form. You must submit your vote by 2.30pm (Sydney time) on Monday, 15 November 2021.
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by voting on the online platform during the meeting - Securityholders must enter their VAC as their username. Australian securityholders must then enter the postcode of the registered address of the holding as the password. Overseas shareholders should refer to the Lumi Online Meeting Guide to locate the password for their country.
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by appointing an attorney to vote on their behalf on the online platform during the meeting or, in the case of corporate members or a proxy that is a body corporate, a corporate representative to vote on its behalf on the online platform during the meeting.
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by appointing a proxy to vote on their behalf using the online platform during the meeting, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate and need not be a Securityholder.
Completion of a proxy form will not prevent individual securityholders from attending the Meetings in person if they wish. Where a securityholder completes and lodges a valid proxy form and then the securityholder attends the Meetings in person, if the member votes on a resolution, their proxy is not entitled to vote, and must not vote, on that resolution.
If a securityholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:
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appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; or
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provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meetings.
Corporate securityholders should comply with the execution requirements set out on the proxy form or otherwise comply with the provisions of section 127 of the Corporations Act.
CORPORATE REPRESENTATIVES AND ATTORNEYS
To vote at the meeting:
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a corporate Securityholder must appoint a person to act as its representative. The appointment must comply with section 250D of the Corporations Act. The written notice of appointment must be received by the Registry before 2.30pm (Sydney time) on Monday, 15 November 2021 by post or fax as set out below.
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a Securityholder may appoint an attorney. For the appointment to be valid, the Registry must receive the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed before 2.30pm (Sydney time) on Monday, 15 November 2021 by post or fax as set out below.
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the corporate representative or attorney must, when accessing the online meeting platform, enter the same login details as required for Securityholders.
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Notice of Meetings 2021 continued
RECEIPT OF PROXIES AND OTHER APPOINTMENTS
Proxies and appointment of attorneys and corporate representative forms must be lodged before 2.30pm (Sydney time) on Monday 15 November 2021 using the reply paid envelope or:
By online voting: www.votingonline.com.au/abpagm2021 By mail: Registry – Boardroom Limited, GPO Box 3993, Sydney NSW 2001 Australia By fax: + 61 2 9290 9655 By hand: Level 12, 225 George Street, Sydney NSW 2000 Australia
ACCESS TO THE AGM
In order to access the AGM online platform to participate in the meeting, proxy holders, attorneys and corporate representative must call Boardroom on 1300 737 760 or +612 9290 9600 to receive their login information (comprising a unique username and password) during the online registration period which will open one hour before the start of the meeting.
By Order of the Boards
Robert Baulderstone
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Secretary
Date: 8 October 2021
Explanatory Memorandum
Item 1: Annual Financial Report
As required by section 317 of the Corporations Act, the Annual Financial Report and other reports for the financial year ended 30 June 2021 will be laid before the Meetings.
The Annual Financial Report, Directors’ Report and Auditor’s Report of Abacus Property Group and its controlled entities for the - - year ended 30 June 2021 can be found at https://www.abacusproperty.com.au/investors/abacus property group/resources
Securityholders will have a reasonable opportunity as a whole to raise questions on the reports and on the performance of Abacus Property Group generally, and may ask questions of ABP’s external auditor that are relevant to:
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the conduct of the audit; and
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the preparation and content of the auditor’s report.
Questions directed to the auditor may be submitted in writing to Company Secretary, Abacus Property Group, Level 34 Australia Square, 264-278 George Street, Sydney NSW 2000, and must be received by no later than 7.00 pm on 9 November 2021. If written questions are received, the question list will be made available to securityholders attending the Meetings. The auditor may answer the questions at the Meetings or table written answers. If written answers are tabled, they will be made available to securityholders after the Meetings.
There is no requirement for a formal resolution on this item. Accordingly, there will be no formal resolution put to the AGM.
Item 2: Remuneration Report
The Remuneration Report forms part of the Directors’ Report set out in the 2021 - Annual Financial Report. The Remuneration Report includes:
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an explanation of Abacus Property Group’s policy for determining the remuneration of directors and executives;
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a discussion of the relationship between the policy and Abacus Property Group’s performance; and
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details of the performance conditions associated with the remuneration of the directors and executives.
Securityholders will have a reasonable opportunity as a whole to ask questions about, or make comments on, the Remuneration Report.
The vote on this resolution is advisory only and does not bind the directors or Abacus Property Group; however the directors will have regard to the outcome of the vote and any discussion when setting the remuneration policies of Abacus Property Group in future years.
The directors recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
A voting exclusion statement applies to this item of business.
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Notice of Meetings 2021 continued
Item 3: Election of Directors
3.1 Election of Mark Bloom
Listing Rule 14.4 and the Companies’ constitutions require that at an AGM, a director who was appointed to fill a vacancy or as an addition to the Board since the last AGM, holds office until the conclusion of the next AGM but is eligible for election at that AGM. Mark Bloom was appointed to the Boards of the Companies as a director on 1 July 2021.
Mark is a Non-Executive Director. Mark had an extensive 36 year career as a Finance Executive in Australia, Canada and South Africa, with his most recent role as Chief Financial Officer at Scentre Group up until April 2019, having previously served as Deputy Group CFO at Westfield Group. He acts as a consultant to Calculator Australia Pty Limited. Mark is also a Non-Executive Director of AGL Energy Limited and Pacific Smiles Group Limited.
Mark is a member of the People Performance and Audit & Risk Committees.
The directors (other than Mark Bloom) recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
3.1 Re-election of Mark Haberlin
The Constitutions of the Companies and the ASX Listing Rules provide for the rotational retirement and re-election of Directors. In accordance with these requirements, Mark Haberlin is retiring at the end of the AGM and will be offering himself for re-election.
Mark is a Non-Executive Director and is Lead Independent Director. Mark joined the Board in November 2018 and has significant expertise in fields that cover accounting and audit, capital transactions, mergers and acquisitions and risk management in the real estate and financial services sectors. Mark was a partner at PwC for 24 years where he developed key accounting and audit experience. Mark was a member of the PwC Governance Board and completed his last two years as Chair. Mark is also a Non-Executive Director of Laybuy Holdings Limited and Australian Clinical Labs.
Mark is Chair of the Audit & Risk Committee and a member of the People Performance Committee.
The directors (other than Mark Haberlin) recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
Item 4: Grant of security acquisition rights to the Managing Director
Abacus Property Group proposes to grant a maximum of 367,648 Rights to the Managing Director (MD) Mr Steven Sewell under the Equity Incentive Plan as his FY22 Long-Term Incentive (LTI) award. The Rights will entitle the MD to receive ABP securities, or a cash equivalent payment as determined by the Boards, subject to achieving performance conditions set out below.
The number of Rights has been calculated based on 100% of the MD’s total fixed remuneration divided by the 10-day volume-weighted average price of ABP securities (VWAP) for the period commencing on the second trading day after the full year results announcement for the year ended 30 June 2021 were released to the market.
Why is securityholder approval being sought?
ASX Listing Rule 10.14 requires that securityholders approve grants of equity securities (including right) issued to directors under an employee incentive plan which will be satisfied with the issue of new securities. ASX Listing Rule 10.14 does not apply to the grant of rights to directors under an employee incentive plan where the securities to be acquired in the satisfaction of the rights are to be purchased on market.
While it is currently intended that securities will be acquired on market as opposed to issuing new securities to satisfy any Rights that vest, the Boards consider it good governance to seek approval from securityholders for grants of Rights made to the MD.
Background
Abacus Property Group is continuing its strategic transition to an annuity style business model. Following an independent review of the executive remuneration framework in FY21 the Deferred Variable Incentive Plan that has been in operation in prior years was found to no longer be fit for purpose under the new strategic direction.
The Boards have therefore revised the FY22 executive remuneration framework to:
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Reward executives for achieving stretch long-term performance targets under the current strategy;
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Better align executive remuneration outcomes with the experience of securityholders; and
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Encourage executives to retain equity interests after the relevant vesting period.
FY22 LTI
An overview of the key terms of the proposed grant of Rights to Mr Sewell is set out below:
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TERM DETAIL
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| FY22 LTI grant | The proposed grant of 367,648 Rights represents Mr Sewell’s LTI opportunity for FY22. The maximum LTI opportunity is 100% of Mr Sewell’s FY22 fxed remuneration ($1.25m). The number of rights is derived by dividing this amount by the 10-day VWAP of ABP securities for the period commencing on the second trading day after the full year results announcement for the year ended 30 June 2021 were released to the market. The LTI is one component of Mr Sewell’s total remuneration package and Rights will be granted for no consideration. |
| Entitlements | Rights do not carry voting rights. Each Right that vests will on exercise entitle the holder to receive one ABP security plus additional securities equal in value to distributions paid to securityholders during the period from grant to exercise, or cash of equivalent value subject to Board discretion. No distribution entitlements will accrue or be made on Rights that do not vest. No distribution entitlements will result in any distribution payments during the vesting period. The exercise price of Rights is nil and vested Rights can be exercised up to 15 years from grant. |
| Date of grant | Rights will be granted to Mr Sewell as soon as practicable after the AGM, but in any event within 12 months of the AGM. |
| Performance period |
The Rights will vest subject to the satisfaction of the performance conditions for the relevant performance period. The performance period is 3 years for 50% of the Rights granted, and 4 years for 50% of the Rights granted. |
| Performance conditions |
The performance conditions applicable to the Rights are based on average annual growth rate (AAGR) in Funds From Operations Per Security (FFOPS). The proportion of Rights that vest at the end of the relevant performance period will be determined as follows: FFOPS AAGR % of Rights that vest Less than 2.0% 0% At 2.0% 50% Between 2.0% and 5.0% Pro-rata vestingfrom 50% to 100% At or above 5.0% 100% |
| Termination of employment |
The treatment of any unvested Rights at the time of termination depends upon the nature of the termination. If, for example, Mr Sewell is terminated for cause or for any other reason determined by the Boards not to be a ‘good leaver’ circumstance, any unvested Rights will lapse (unless the Boards determine otherwise). If Mr Sewell is a good leaver (e.g. the termination is due to death, disability, termination without cause or genuine retirement), the unvested Rights will remain on foot, subject to the original performance conditions as though employment had not ceased and will vest on the original vesting dates. However, the Boards retain the discretion to lapse all or any part of unvested Rights on cessation of employment. |
| Other information | There is no loan in relation to the proposed grant of Rights. Mr Sewell is prohibited from hedging the security price exposure in respect of Rights. |
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Directors’ Recommendation
The directors (other than Steven Sewell) recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
A voting exclusion statement applies to this item of business
Items 5 and 6: Changes to constitutions of each Company and Trust
Summary of changes to constitutions
The proposed changes to the constitutions of each Company and Trust include new provisions relating to general meetings being held virtually and provisions which allow Securityholders to exercise their voting rights through direct voting (in addition to exercising their existing rights to appoint a proxy).
Direct voting is a mechanism by which Securityholders can vote directly on resolutions which are to be determined by poll. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any resolutions and determine the manner appropriate for the casting of direct votes. If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.
The proposed provisions relating to meetings being held virtually reflect the guidance released by ASIC in response to COVID-19 on 5 May 2020 (Corporations (Coronavirus Economic Response) Determination (No. 1) 2020),
A copy of each proposed updated constitution is available for review by Securityholders at the office of the Group. A copy of each proposed constitution can also be sent to Securityholders upon request to the Company Secretary.
Securityholders are invited to contact ABP if they have any queries or concerns.
Item 5. Amendment to Company constitution of each Company (special resolution)
Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of its shareholders.
Resolution 5 seeks the approval of Securityholders to amend each Company’s existing constitution as set out below.
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(e) a requirement to allow an opportunity for members attending the meeting of members to speak (for example, by asking questions) may be complied with by using one or more technologies that allow that opportunity;
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(f) a proxy may be appointed using one or more technologies specified in the notice of the meeting of members;
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(g) notice of a meeting of members may be given, and any other information to be provided with notice of a meeting of members, or at or in relation to a meeting of members, may be provided, using one or more technologies to communicate to those entitled to receive notice of the meeting of members:
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(i) the contents of the notice and the other information; or
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(ii) details of an online location where the contents of the notice and the other information can be viewed or from where they can be downloaded.
Insert new clause 11.13:
11.13 Obligations at law
The obligations set out in clause 11.12 are not intended to impose more onerous procedures on the Company than would otherwise be required at law. The requirements imposed by clause 11.12 will not apply to the Company to the extent that such obligations are more onerous than those imposed by law.
Insert new clause 35:
35 DIRECT VOTES
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35.1 The directors may determine that at any meeting of members or class meeting of members, a member who is entitled to attend and vote on a resolution at that meeting of members is entitled to a direct vote in respect of that resolution. A ‘direct vote’ includes a vote delivered to the Company by post, fax, email or other electronic means approved by directors. The directors may prescribe rules to govern direct voting including specifications as to the form, method and timing of giving the direct vote in order for the vote to be valid, and the treatment of direct votes.
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35.2 A direct vote on a resolution at a meeting of members in respect of a share cast in accordance with clause 35. is of no effect and will be disregarded:
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(a) if, at the time of the resolution, the person who cast the direct vote:
- (i) is not entitled to vote on the resolution in respect of the share; or
Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Securityholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Securityholder, by a corporate representative).
Proposed changes to Company constitutions
Each Company is seeking Securityholder approval to amend each Company constitution as follows:
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(ii) would not be entitled to vote on the resolution in respect of the share if the person were present at the meeting of members at which the resolution is considered;
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(b) if, had the vote been cast in person at the meeting of members at which the resolution is considered:
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(i) the vote would not be valid; or
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(ii) the Company would be obliged to disregard the vote;
Insert new clause 11.12:
11.12 Virtual meetings of members
Subject to clause 11.13, the following provisions apply to a meeting of members held virtually:
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(a) a meeting of members may be held using one or more technologies that give all members entitled to attend a reasonable opportunity to participate without being physically present in the same place, and clauses 11.12(b) to 11.12(f) apply if the meeting of members is held in that way;
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(b) the inability of one or more members to access, or to continue to access, the meeting of members using any technology will not affect the validity of a meeting of members, provided sufficient members are able to participate in the meeting of members as are required to constitute a quorum;
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(c) subject to any rules prescribed by the directors, if the person who cast the direct vote is present in person at the meeting of members at the time the resolution is considered; and
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(d) if the direct vote was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the directors under clause 35.1.
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35.3 Subject to any rules prescribed by the directors, if the Company receives a valid direct vote on a resolution in accordance with clause 35.1 and 35.2 and, prior to, after or at the same time as receipt of the direct vote, the Company receives an instrument appointing a proxy, attorney or representative to vote on behalf of the same member on that resolution, the Company may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or representative on the resolution at the meeting of members.
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(c) all persons so participating in the meeting of members are taken for all purposes (for example, a quorum requirement) to be present at the meeting of members while so participating;
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(d) a vote taken at the meeting of members must be taken on a poll, and not on a show of hands, by using one or more technologies to give each member entitled to vote the opportunity to participate in the vote in real time and, where practicable, by recording their vote in advance of the meeting of members;
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Directors’ Recommendation
The directors unanimously recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
Item 6. Amendment to Trust constitution of each Trust (special resolution)
Under section 601GC (2) of the Corporations Act, the Trust’s constitution may be amended by a special resolution of members.
Resolution 6 seeks the approval of Securityholders to amend each Trust’s existing constitution as set out below.
Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Securityholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Securityholder, by a corporate representative).
Proposed changes to Trust constitutions
The Group is seeking Securityholder approval to amend each Trust constitution as follows:
Insert new clauses 22.17 - 22.21:
22.17 Virtual general meetings
Subject to clause 22.18, the following provisions apply to meetings of Unit Holders:
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(a) a meeting of Unit Holders may be held using one or more technologies that give all Unit Holders entitled to attend a reasonable opportunity to participate without being physically present in the same place, and clauses 22.17(b) to 22.17(f) apply if the meeting Unit Holders is held in that way;
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(b) the inability of one or more Unit Holders to access, or to continue to access, the meeting of Unit Holders using any technology will not affect the validity of a meeting Unit Holders, provided sufficient Unit Holders are able to participate in the meeting of Unit Holder as are required to constitute a quorum;
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(c) all persons so participating in the meeting of Unit Holders are taken for all purposes (for example, a quorum requirement) to be present at the meeting of Unit Holders while so participating;
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(d) a vote taken at the meeting of Unit Holders must be taken on a poll, and not on a show of hands, by using one or more technologies to give each Unit Holder entitled to vote the opportunity to participate in the vote in real time and, where practicable, by recording their vote in advance of the meeting of Unit Holders;
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(e) a requirement to allow an opportunity for Unit Holders attending the general meeting to speak (for example, by asking questions) may be complied with by using one or more technologies that allow that opportunity;
22.19 Direct voting
The Responsible Entity may determine that at any meeting of Unit Holders or class meeting of Unit Holders, a Unit Holder who is entitled to attend and vote on a resolution at that meeting of Unit Holders is entitled to a direct vote in respect of that resolution. A ‘direct vote’ includes a vote delivered to the Trust by post, fax, email or other electronic means approved by Responsible Entity. The Responsible Entity may prescribe rules to govern direct voting including specifications as to the form, method and timing of giving the direct vote in order for the vote to be valid, and the treatment of direct votes.
22.20 Treatment of direct votes
A direct vote on a resolution at a meeting of Unit Holders in respect of an Unit cast in accordance with clause 22.19 is of no effect and will be disregarded:
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(a) if, at the time of the resolution, the person who cast the direct vote:
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(i) is not entitled to vote on the resolution in respect of the Unit; or
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(ii) would not be entitled to vote on the resolution in respect of the Unit if the person were present at the meeting of Unit Holders at which the resolution is considered;
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(b) if, had the vote been cast in person at the meeting of Unit Holders at which the resolution is considered:
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(i) the vote would not be valid; or
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(ii) the Trust would be obliged to disregard the vote;
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(c) subject to any rules prescribed by the Responsible Entity, if the person who cast the direct vote is present in person at the meeting of Unit Holders at the time the resolution is considered; and
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(d) if the direct vote was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the Responsible Entity under clause 22.19.
22.21 Multiple votes
Subject to any rules prescribed by the Responsible Entity, if the Trust receives a valid direct vote on a resolution in accordance with clause 22.19 and 22.20 and, prior to, after or at the same time as receipt of the direct vote, the Trust receives an instrument appointing a proxy, attorney or representative to vote on behalf of the same Unit Holder on that resolution, the Trust may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or representative on the resolution at the meeting of Unit Holders.
Directors’ Recommendation
The directors unanimously recommend securityholders vote in favour of this resolution.
The Chair of the Meetings intends to vote all undirected proxies held by the Chair in favour of this resolution.
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(f) a proxy may be appointed using one or more technologies specified in the notice of the meeting of the Unit Holders;
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(g) notice of a meeting of Unit Holders may be given, and any other information to be provided with the notice of a meeting of the Unit Holder, or at or in relation to a meeting of Unit Holders, may be provided, using one or more technologies to communicate to those entitled to receive notice of the meeting of Unit Holders:
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(i) the contents of the notice and the other information; or
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(ii) details of an online location where the contents of the notice and the other information can be viewed or from where they can be downloaded.
22.18 Obligations at law
The obligations set out in clause 22.17 are not intended to impose more onerous procedures on the Trust than would otherwise be required at law. The requirements imposed by clause 22.17 will not apply to the Trust to the extent that such obligations are more onerous than those imposed by law.
1 2 N OT I C E O F M E E T I N G S 2 0 21
N OT I C E O F M E E T I N G S 2 0 21 1 3
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www.abacusproperty.com.au
Abacus Group Holdings Limited ACN 080 604 619 Abacus Group Projects Limited ACN 104 066 104 Abacus Storage Operations Limited ACN 112 457 075 Abacus Storage Property Trust[#] ARSN 111 629 559 Abacus Trust ARSN 096 572 128 Abacus Income Trust ARSN 104 934 287
REGISTRY Boardroom Pty Limited – ABN 14 003 209 836 GPO Box 3993, Sydney NSW 2001 T 1300 139 440 F +61 2 9290 9655 E [email protected]
www.boardroomlimited.com.au
Responsible Entity: Abacus Funds Management Limited ACN 007 415 590, AFSL 227 819 #Responsible Entity: Abacus Storage Funds Management Limited ACN 109 324 834, AFSL 277 357 YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 2:30pm (Sydney time) on Monday, 15 November 2021. TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/abpagm2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Appointment of a Second Proxy Company Secretary. Where the company has a Sole Director who is also the Sole Company You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. Please indicate the office held by appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form. STEP 4 LODGEMENT To appoint a second proxy you must: Proxy forms (and any Power of Attorney under which it is signed) must be received no later (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting than 48 hours before the commencement of the meeting, therefore by by 2:30pm (Sydney rights or the number of securities applicable to that form. If the appointments do not specify time) on Monday, 15 November 2021.* Any Proxy Form received after that time will not be the percentage or number of votes that each proxy may exercise, each proxy may exercise valid for the scheduled meeting. half your votes. Fractions of votes will be disregarded.
STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Appointment of a Second Proxy Company Secretary. Where the company has a Sole Director who is also the Sole Company You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. Please indicate the office held by appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form. STEP 4 LODGEMENT To appoint a second proxy you must:
(b) return both forms together in the same envelope.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
Online https://www.votingonline.com.au/abpagm2021 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Abacus Property Group
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. PROXY FORM STEP 1 APPOINT A PROXY I/We being a member/s of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited (the Companies) and Abacus Trust, Abacus Income Trust and Abacus Storage Property Trust (the Trusts) (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 17 November 2021 at 2:30pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of item 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this item even though item 2 is connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including item 2). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Abstain Item 2 To adopt the Remuneration Report for the year ended 30 June 2021 Item 3.1 To elect Mark Bloom as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited Item 3.2 To re-elect Mark Haberlin who retires in accordance with the Constitutions and, being eligible, offers himself for re-election as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited Item 4 Grant of security acquisition rights to the Managing Director Item 5 Changes to constitution of each Company Item 6 Changes to constitution of each Trust STEP 3 SIGNATURE OF SECURITYHOLDERS*
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021
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ONLINE SHAREHOLDERS’ MEETING GUIDE 2021
Attending the AGM virtually
If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.
To access the meeting:
Visit web.lumiagm.com/334491336 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Meeting ID: 334-491-336
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 1:30pm, 17 November 2021
Using the Lumi AGM platform:
ACCESS
The 1[st] page of the platform will ask in what capacity you are joining the meeting.
Shareholders or appointed proxies should select
“Shareholder or Proxyholder”
Guests should select “Guest”
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CREDENTIALS
Shareholders/Proxys
Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.
Proxy holders should obtain their log in credentials from the registrar by calling 1300 767 760
Voting Access Code (VAC) Postcode or Country Code
Guests
Please enter your name and email address to be admitted into the meeting.
Please note, guests will not be able to ask questions or vote at the meeting .
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NAVIGATION
Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.
If viewing on a computer the webcast will appear at the side automatically once the meeting has started.
On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.
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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.
VOTING
The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.
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Selecting this tab will open a list of all resolutions and their voting options.
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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.
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To reduce the webcast to its original size, select the X at the top of the broadcast window.
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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.
To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.
There is no need to press a submit or send button. Your vote is automatically counted.
Voting can be performed at any time during the meeting until the Chair closes the poll.
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QUESTIONS
Any shareholder or appointed proxy is eligible to ask questions.
If you would like to ask a question. Select the messaging tab.
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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.
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Select the “Ask a Question” box and type in your message.
Once you are happy with your message, select the send icon.
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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
Asking Audio Questions
If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia
Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu
Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.
You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.
Meeting ID: 334-491-336
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 1:30pm, 17 November 2021
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Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin BFA Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus CXR~~Christmas Island~~ CZE~~Czech Republic~~ DEU~~Germany~~ DJI Djibouti DMA~~Dominica~~ DNKDenmark DOMDominican Republic |
DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Is~~l~~e O~~f~~Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ Isle of Man ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati KNA~~S~~t~~Ki~~tts~~A~~n~~d~~ ~~N~~ev~~i~~s KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon |
LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QATQatar REU Reunion |
ROURomania |
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| SEN Senegal |
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| SGS Sth Georgia & Sth Sandwich Isl |
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| SJM Svalbard & Jan Mayen |
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| SLE Sierra Leone |
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| SLV El Salvador |
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| SUR Suriname |
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| SVK Slovakia |
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| SWESweden |
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| SYC Seychelles |
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| SYR Syrian Arab Republic |
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| TCA Turks & Caicos Islands |
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| TGOTogo | |||
| THA Thailand |
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| TJK Tajikistan |
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| TLS Timor-Leste |
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| TMPEast Timor | |||
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| TTO Trinidad & Tobago |
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| TUNTunisia |
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| TUR Turkey |
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| TUV Tuvalu |
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| TWNTaiwan | |||
| TZA Tanzania United Republic of |
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| UGAUganda | |||
| UKRUkraine | |||
| UMI United States Minor |
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| URY Uruguay |
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| USAUnited States of America | |||
| UZB Uzbekistan |
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| VNMVietnam | |||
| VUT Vanuatu |
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| WLFWallis & Futuna | |||
| WSMSamoa | |||
| YEMYemen | |||
| YMDYemen Democratic | |||
| YUGYugoslavia Socialist Fed Rep | |||
| ZAF South Africa |
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| ZAR Zaire |
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| ZMBZambia | |||
| ZWEZimbabwe | |||