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ARGO GLOBAL LISTED INFRASTRUCTURE LIMITED — AGM Information 2021
Sep 23, 2021
64362_rns_2021-09-23_c3b29926-7f59-49dc-b891-326c28f77a8b.pdf
AGM Information
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24 September 2021
The Manager Company Announcements ASX Limited 20 Bridge Street SYDNEY NSW 2000
Notice of 2021 Annual General Meeting
Attached is a copy of the Argo Global Listed Infrastructure Limited (ASX: ALI) Notice of 2021 Annual General Meeting and sample Proxy Form, which were distributed to shareholders today.
Yours faithfully,
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Tim Binks Company Secretary
Argo Global Listed Infrastructure Ltd ACN 604 986 914 [email protected] argoinfrastructure.com.au
Head Office Level 25, 91 King William St Adelaide SA 5000 08 8210 9500
Sydney Office Level 37, 259 George St Sydney NSW 2000 02 8274 4700
17 September 2021
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Dear Shareholder,
Virtual AGM on Monday 25 October 2021 at 12.30pm (Adelaide time)
Please find enclosed the Notice of Meeting (NOM) for the Annual General Meeting (AGM or Meeting) of Argo Global Listed Infrastructure Limited (ALI) on Monday 25 October 2021 at 12.30pm (Adelaide time).
The health risks and travel restrictions associated with the COVID-19 pandemic continue to impact ALI’s ability to hold its AGM in Adelaide. In the interests of the health and safety of our shareholders and staff, the Board has decided to again hold a virtual AGM this year. Temporary amendments to the Corporations Act support the holding of virtual AGMs using appropriate online technology. I encourage all shareholders to attend and participate electronically as no physical venue will be nominated for the Meeting. Please note that no interstate information meetings will follow the AGM.
Information about how shareholders can attend and participate in the virtual Meeting is summarised on the following page and provided in more detail in the Virtual Meeting Guide on the AGM landing page at www.boardroomlimited.com.au/agm/argoinfrastructure. Shareholders will be able to watch the AGM live on their computer or mobile device and the facility will allow them to vote, comment and ask questions during the Meeting. We encourage shareholders to submit questions in advance of the AGM so that we can respond more efficiently.
In the lead up to the AGM, you can visit the AGM landing page at www.boardroomlimited.com.au/agm/ argoinfrastructure to access all of the relevant documents, lodge a proxy vote and submit questions in advance of the Meeting.
On AGM day, you can visit https://web.lumiagm.com to participate in the Meeting. The AGM will also be webcast live (view only) on ALI’s website at www.argoinfrastructure.com.au and the webcast will be available for later viewing.
I am confident that the AGM will operate as an effective forum for shareholder participation and engagement with directors. On behalf of the Board, I would like to thank you for your ongoing support during these challenging times.
Yours faithfully,
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Russell Higgins AO Chairman
Head Office Level 25, 91 King William St Adelaide SA 5000 08 8210 9500
Sydney Office Level 37, 259 George St Sydney NSW 2000 02 8274 4700
Argo Global Listed Infrastructure Ltd ACN 604 986 914 [email protected] argoinfrastructure.com.au
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How to participate in the virtual AGM
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Watch and participate live online
Viewing the webcast
The AGM will be webcast live (view only) on ALI’s website at www.argoinfrastructure.com.au and will be available in archive on the website shortly after the event concludes for future viewing.
Shareholders and proxy holders can watch, vote, make comments and ask questions during the virtual AGM via the online platform at: https://web.lumiagm. com or use the Lumi App for a mobile device.
The meeting ID for ALI’s AGM is: 354 486 344
Non-shareholders may view the webcast live by registering online as a guest.
Shareholders: When you login to the online platform, you will need to provide your user name which is your Voting Access Code (VAC) printed on your Proxy Form and your password which is your postcode registered on your holding (for Australian shareholders). For overseas shareholders your password will be your country code which can be found in the Virtual Meeting Guide.
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Appointed Proxies: Contact our share registry operator, BoardRoom on 1300 737 760 (within Australia) or +61 2 9290 9600 prior to the AGM to obtain your login details to participate live online.
Other options for asking questions
Shareholders may submit written questions to the Company or the Auditor prior to the Meeting via the AGM landing page at www.boardroomlimited.com. au/agm/argoinfrastructure, no later than 9.00am (Adelaide time) on Friday 22 October 2021.
Ask a question: Either click the question icon to submit a written question or click the ‘asking audio questions’ prompt.
We will endeavour to address as many questions as possible during the meeting and similar questions may be consolidated for efficiency.
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Other options for voting
ALI encourages all shareholders to submit a proxy vote online ahead of the Meeting. Proxy votes can be lodged via the AGM landing page at www. boardroomlimited.com.au/agm/argoinfrastructure
More information is available in the Virtual Meeting Guide on the AGM landing page at www.boardroomlimited.com.au/agm/ argoinfrastructure
Further information on appointing a proxy is available on page 4 of this booklet.
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Notice of 2021 Annual General Meeting
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Notice is hereby given that the 6th Annual General Meeting (AGM or Meeting) of shareholders of Argo Global Listed Infrastructure Limited (ALI) will take place on Monday 25 October 2021 at 12.30pm (Adelaide time) as a virtual meeting online at https://web.lumiagm.com. Online registration will commence at 11.30am (Adelaide time).
Items Of Business
1. Financial and other Reports
To receive and consider the Financial Report and the reports of the Directors and the Auditor in respect of the financial year ended 30 June 2021.
No resolution is required to be passed on this item.
2. Adoption of Remuneration Report
To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
“That the Remuneration Report for the financial year ended 30 June 2021 be adopted.”
The vote on this item is advisory only and does not bind the Directors or the Company. Voting exclusions and authorisations apply to this item - see Explanatory Notes.
3. Re-election of Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mrs. Andrea Slattery, a Director who will retire by rotation in accordance with clause 59 of the Company’s Constitution, being eligible, be re-elected as a Director of the Company.”
4. Amendments to Constitution
To consider and, if thought fit, pass the following resolution as a special resolution:
“That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be amended in the manner set out in the accompanying Explanatory Notes, with effect from the close of the Meeting.”
5. Readoption and Renewal of Proportional Takeover Provisions
To consider and, if thought fit, pass the following resolution as a special resolution:
“That the proportional takeover provisions in clause 25 of the Constitution of the Company be readopted and renewed for a further period of three years commencing on and from the day this resolution is passed and the Constitution of the Company is amended by reinserting all of clause 25.”
By Order of the Board
T.C.A. Binks Company Secretary 17 September 2021
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Voting Information
Entitlement to vote
The Company has determined that for the purpose of voting entitlements at the Meeting, shares of the Company will be taken to be those held by shareholders recorded on the register at 7.00pm (Adelaide time) on Saturday 23 October 2021.
Voting at the Meeting
Voting on each of the proposed resolutions at this Meeting will be conducted by poll. Every member has one vote for every fully paid ordinary share held.
Appointing a Proxy
Any shareholder entitled to attend and vote at the Meeting has a right to appoint not more than two proxies to attend and vote instead of that shareholder. A proxy need not be a shareholder and can be either an individual or a body corporate. A shareholder may direct their proxy how to vote using the FOR, AGAINST or ABSTAIN boxes provided next to each resolution on the Proxy Form.
If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of a shareholder’s votes. Fractions of votes will be disregarded. If no percentage or number is specified, each proxy is entitled to vote half of the shareholder’s votes.
Proxies can be appointed in one of three ways:
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a. Online through the AGM landing page at www.boardroomlimited.com.au/agm/argoinfrastructure
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b. By posting the signed Proxy Form to the share registry at: Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001
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c. By faxing the signed Proxy Form to the share registry on +61 2 9290 9655
For shareholders receiving the Notice of Meeting by post, a proxy form and a reply-paid envelope have been included. Proxy voting instructions are provided on the Proxy Form.
To be effective, proxies must be appointed no later than 48 hours before the AGM, being 12.30pm (Adelaide time) on Saturday 23 October 2021.
The Chair of the Meeting acting as Proxy
If a proxy does not attend the Meeting or chooses not to vote as proxy on a resolution, the Chair of the Meeting will be taken to have been appointed as the shareholder’s proxy for the purposes of that poll. The Chair of the Meeting will cast the shareholder’s votes in accordance with any directions provided on the Proxy Form, or if no directions are provided, in accordance with the stated voting intentions of the Chair of the Meeting, to the extent permitted by law.
Power of Attorney
If a shareholder has appointed an attorney to attend and vote at the Meeting, or if the proxy is signed by an attorney, the power of attorney (or a certified copy) must be received by the share registry at the address or fax number above by no later than 12.30pm (Adelaide time) on Saturday 23 October 2021, unless the power of attorney has previously been lodged with the share registry.
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. Evidence of the representative’s appointment should be supplied to the share registry by no later than the commencement of the Meeting, unless it has been previously lodged with the share registry. The appointment must comply with section 250D of the Corporations Act 2001. A form of appointment of corporate representative may be obtained from the share registry online at www. investorserve.com.au or by telephone request on 1300 737 760 (within Australia) or +61 2 9290 9600 .
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Explanatory Notes
FINANCIAL REPORTS
Item 1: Financial and other Reports
Section 317 of the Corporations Act 2001 requires each of the Financial Report (which includes the Financial Statements and Directors’ Declaration), the Directors’ Report and the Auditor’s Report for the last financial year to be laid before the Meeting.
The Reports referred to in Item 1 of the Notice of Meeting are included in the Annual Report sent to shareholders who have requested to receive a copy. If you have not elected to receive a hard copy of the Company’s 2021 Annual Report, it can be accessed on the Company’s website at www. argoinfrastructure.com.au.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these Reports and on the business, operations and management of the Company.
There is no requirement for these Reports to be formally approved by shareholders.
REMUNERATION REPORT
Item 2: Adoption of the Remuneration Report
The Company’s Remuneration Report forms part of the Directors’ Report for the year ended 30 June 2021 which is included in the Company’s 2021 Annual Report. The Remuneration Report is submitted to shareholders for consideration and adoption by way of a non-binding resolution.
The resolution is advisory only. The Board will consider and take into account the outcome of the vote and feedback from shareholders on the Remuneration Report when reviewing the Company’s remuneration policies.
If the Company’s Remuneration Report receives an ‘Against’ vote of 25 per cent or more at two consecutive AGMs, a resolution must then be put to shareholders at the second AGM as to whether another meeting should be held (within 90 days) at which all Directors who were in office at the date of approval of the applicable Directors’ Report must stand for re-election.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and comment on the Remuneration Report.
Voting Exclusion Statement
The Company will disregard any votes cast on Item 2 by or on behalf of a member of the Company’s Key Management Personnel (KMP) whose remuneration details are disclosed in the Remuneration Report, or by or on behalf of a closely related party of a member of the KMP, in any capacity, unless the vote is cast as proxy for a person who is entitled to vote and:
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͵ the proxy’s appointment directs how the proxy is to vote; or
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͵ the vote is cast by the person chairing the Meeting, in accordance with the stated voting intentions of the Chair of the Meeting.
Chair of the Meeting authorised to exercise undirected proxies
The Chair of the Meeting will be a member of the KMP, whose remuneration is included in the Remuneration Report. You should be aware that the Chair of the Meeting intends to vote undirected proxies in favour of Item 2. By appointing the Chair of the Meeting to be your proxy, you expressly authorise the Chair of the Meeting to exercise your proxy in relation to Item 2 (including an undirected proxy) even though the Chair of the Meeting is a member of the KMP. A shareholder may appoint the Chair of the Meeting as proxy with a direction to cast the votes contrary to the Chair’s stated voting intentions, or to abstain from voting on that resolution.
The Directors unanimously recommend that shareholders vote in favour of Item 2, noting that each Director has a personal interest in his or her own remuneration from the Company.
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DIRECTOR RE-ELECTION
At this Annual General Meeting, Mrs. Andrea Slattery is the Non-executive Director due to retire by rotation pursuant to the Company’s Constitution and the ASX Listing Rules.
Mrs. Slattery is retiring from office in accordance with clause 59 of the Company’s Constitution and being eligible, is seeking re-election as a Director of the Company. Details of the qualifications and experience of Mrs. Slattery follow.
Item 3: Re-election of Mrs. Andrea Slattery BAcc, MCom, FCPA, CA, FSSA, FAICD
Andrea Elizabeth Slattery was appointed to the Board in 2015 as an independent Non-executive Director and a Member of the Audit & Risk Committee.
Mrs. Slattery is an experienced Non-executive Director with 29 years in public, private and government board and advisory roles. Her extensive executive career in the financial services sector included co-founding and growing the Self Managed Super Fund (SMSF) Association as its Managing Director and CEO. She also has experience in the infrastructure, property, clean energy, low emissions technologies and investment sectors.
Mrs. Slattery is also a Non-executive Director of AMP Ltd and AMP Bank (since 2019) and was previously a Non-executive Director of Centrepoint Alliance Ltd (November 2018 to January 2019), AMP Life and National Mutual Life Association of Australasia Ltd.
She is currently a Non-executive Director of the Clean Energy Finance Corporation, the Deputy Chair of Woomera Prohibited Area Advisory Board and a member of the South Australian Productivity Commission Economic Roundtable. She is a former Non-executive Director of the South Australian Cricket Association, Adelaide Oval Stadium Management Authority Ltd (alternate) and the SMSF Association.
The Directors (excluding Mrs. Slattery) unanimously recommend that shareholders vote in favour of Item 3.
OTHER BUSINESS
Item 4: Amendments to Constitution
The Company’s Constitution was adopted at the time of its registration in 2015. Under Section 136(2) of the Corporations Act, a company can modify its constitution by special resolution. Accordingly, the Company seeks shareholder approval to amend its Constitution to ensure compliance with the regulatory landscape.
The proposed amendments to the Constitution are available in full, in the Appendix to this Notice of Meeting.
Proposed amendments summary
CHESS Replacement
CHESS is ASX’s system that clears and settles trades in Australia’s equity markets and it maintains the CHESS sub-register of security holdings. CHESS Replacement is an ASX project to modernise and update CHESS which is currently scheduled to go live in April 2023. CHESS currently has the functionality to record three joint holders for each security but after CHESS Replacement it will have the functionality to record four joint holders for each security.
Proposed amendments to clause 8 of the Constitution will entitle the Company to record the names of four joint holders of a security in respect of a CHESS holding instead of three. This amendment will provide consistency between the Constitution and the new CHESS system.
Virtual meetings of members
The COVID-19 pandemic and the associated social distancing measures and restrictions on large gatherings have significantly impacted the Company’s ability to hold a traditional AGM in Adelaide.
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Proposed amendments to clauses 32 and 33 of the Constitution provide that, subject to the Corporations Act, the Company may hold a wholly virtual general meeting. These amendments will clarify that a general meeting may be held by the Company in one of three ways:
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At a physical venue (‘physical meeting’);
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At one or more physical venues using technology (‘hybrid meeting’, which is a physical meeting linked with online facilities to allow remote participation); or
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Using virtual meeting technology only (‘virtual meeting’, where all members participate via online facilities).
Our intention is to meet again in person at our general meetings when it is safe and it is compliant with government recommendations to do so. In the meantime, these amendments will ensure that the Company has the flexibility to continue conducting virtual meetings if needed.
This resolution is a special resolution and requires support from 75% of the votes cast.
The Directors unanimously recommend that shareholders vote in favour of Item 4.
Item 5: Readoption and Renewal of Proportional Takeover Provisions
Clause 25 of the Company’s Constitution has the effect of providing that shareholders representing a majority of shares for which votes are cast at a general meeting must approve a proportional takeover offer for their shares in order for any such offer to be effective.
Clause 25 only applies to proportional takeovers, and has no application where an offer is made for all of a shareholder’s shares. If a proportional takeover offer is received, the Directors are required to convene a meeting at least 15 days before the offer is closed to consider a resolution to approve the proportional takeover offer. The offeror and persons associated with the offeror are ineligible to vote.
Reasons for Proposing the Resolution to Readopt and Renew Clause 25
By virtue of the Corporations Act 2001, clause 25 ceases to apply three years after it was last renewed (which was on 22 October 2018). A resolution is accordingly proposed that clause 25 be readopted and renewed for a further period of three years from the date when the resolution is passed, so as to give the majority of shareholders the right to approve or disapprove any takeover offer for less than 100% of their shares.
Knowledge of Proposed Acquisitions
As at the day on which this Notice of Meeting is prepared, the Directors are not aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Advantages and Disadvantages for the Directors and Shareholders to date
Since incorporation, the Company has not received a proportional takeover offer. As a result the clause has not been utilised, and as far as the Directors are aware the clause has not therefore operated either to the advantage or disadvantage of Directors or shareholders.
Potential Advantages and Disadvantages for Directors and Shareholders
The readoption and renewal of clause 25 would enable the Directors to ascertain the views of shareholders in respect of a proportional takeover offer, and ensure that all shareholders would have an opportunity to study the offer and then attend or be duly represented at a meeting to vote on the proposal. The clause would permit shareholders to prevent a proportional takeover offer proceeding if they believed that control of the Company should not be permitted to pass under the proportional takeover scheme, and the clause should ensure that the terms of any future proportional offers are structured to be attractive to a majority of shareholders.
It may be argued that readopting and renewing clause 25 makes it more difficult for a proportional takeover offer to proceed and that such offers could therefore be discouraged. This may in turn reduce the opportunities which shareholders may have to sell some of their shares at an attractive price to persons seeking control of the Company, and may reduce any “takeover speculation” element in the Company’s share price. It may also be said that the provisions constitute an additional restriction on the ability of individual shareholders to deal freely in their shares.
There is no specific advantage or disadvantage to the Directors, as directors, if the clause is renewed.
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The text of clause 25 of the Company’s Constitution is available in the Appendix to this Notice of Meeting. The full Constitution, including defined terms, can be viewed on the Company’s website at www.argoinfrastructure.com.au.
This resolution is a special resolution and requires support from 75% of the votes cast.
The Directors unanimously recommend that shareholders vote in favour of Item 5.
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Appendix Item 4
CHESS Replacement:
8. Joint holders
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8.1 If two or more persons are registered as the holders of a Share, they are taken to hold the Share as joint tenants with benefit of survivorship and the person whose name appears first on the Register is the only joint holder entitled to receive notices from the Company.
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8.2 Any one of the joint holders of a Share may give an effective receipt for any dividend or return of capital payable to the joint holders.
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8.3 The Company is entitled to and in respect of CHESS Holdings, must:
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(a) record the names of only the first fou ~~rthree~~ joint holders of a Share on the Register;
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(b) regard the four ~~three~~ joint holders of a Share appearing first on the Register as the registered holders of that Share to the exclusion of any other holders; and
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(c) disregard the entitlement of any person to be registered on the Register as a holder if the name of the person would appear on the Register after the first fou ~~rthree~~ holders for that Share.
Virtual Meetings:
32. Calling general meeting
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32.1 A Director may call a meeting of Members.
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32.2 The Directors must call annual general meetings in accordance with the Corporations Act, to be held by the Company at times to be determined by the Directors.
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32.3 Members may also request or call and arrange to hold general meetings in accordance with the procedures and requirements set out in the Corporations Act.
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32.4 A general meeting may be held at two or more venues simultaneously using any technology that gives the Members as a whole a reasonable opportunity to participate.
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32.5 A general meeting may be held using virtual technology only, provided the technology gives Members as a whole a reasonable opportunity to participate, and is permitted by law.
33. Notice
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33.1 Notice of a general meeting must be given in accordance with the Corporations Act to the persons referred to in clause 99.1.
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33.2 Except as permitted by the Corporations Act, general meetings must be called on at least the minimum number of days' notice required by the Corporations Act (which at the date of adoption of this Constitution is 28 days) and otherwise in accordance with the procedures set out in the Corporations Act.
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33.3 Subject to the requirements of the Corporations Act, a notice calling a general meeting must:
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(a) specify the place, date and time of the meeting (and if the meeting is to be held in two or more places, or using virtual technology only, the technology that will be used to facilitate this);
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(b) state the general nature of the business to be transacted at the meeting;
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(c) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution;
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(d) include such statements about the appointment of proxies as are required by the Corporations Act;
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(e) specify a place and facsimile number and may specify an electronic address for the purposes of proxy appointments;
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(f) subject to the CS Facility Rules, specify particulars of any determination made under regulation 7.11.37 of the Corporations Regulations 2001 (Cth); and
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(g) comply with any other requirements of the Corporations Act.
Item 5
Proportional Takeover Provisions:
25. Proportional takeover bid
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25.1 Registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid is prohibited unless and until an Approving Resolution approving the proportional takeover bid is passed.
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25.2 A person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held bid class Shares is entitled to:
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(a) vote on a Approving Resolution; and
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(b) has one vote for each bid class Share held.
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25.3 Where offers have been made under a proportional takeover bid, the Directors must ensure that an Approving Resolution is voted on at a meeting of the persons described in clause 25.2 before the Approving Resolution Deadline.
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25.4 An Approving Resolution is passed if more than 50% of the votes cast on the resolution are cast in favour of the resolution, and otherwise is taken to have been rejected.
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25.5 The provisions of this Constitution that apply to a general meeting of the Company apply, with such modifications as the circumstances require, to a meeting that is called under this clause as if the meeting was a general meeting of the Company.
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25.6 If an Approving Resolution to approve the proportional takeover bid is voted on in accordance with this clause before the Approving Resolution Deadline, the Company must, on or before the Approving Resolution Deadline, give:
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(a) the bidder; and
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(b) each relevant financial market,
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a written notice stating that an Approving Resolution to approve the proportional takeover bid has been voted on and whether it was passed or rejected.
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25.7 If no resolution has been voted on in accordance with this clause as at the end of the day before the Approving Resolution Deadline, a resolution to approve the proportional takeover bid is taken, for the purposes of this clause, to have been passed in accordance with this clause.
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25.8 Under the Corporations Act, this clause 25 automatically ceases to have effect three years from the date of incorporation of the Company with this Constitution, unless it is renewed by shareholders in accordance with the Corporations Act.
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All Correspondence to:
By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 12:30pm Adelaide time on Saturday 23 October 2021.
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TO VOTE ONLINE
BY SMARTPHONE
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STEP 1: VISIT https://www.votingonline.com.au/aliagm2021
The form must Individual:
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
The form must be signed as follows:
Indicate who you want to appoint as your Proxy.
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 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: not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. when you return it.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
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.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 12:30pm Adelaide time on Saturday 23 October 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
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Online https://www.votingonline.com.au/aliagm2021
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By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
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In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia
Argo Global Listed Infrastructure Limited ABN 23 604 986 914
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 Argo Global Listed Infrastructure Limited (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 as a virtual online meeting on Monday 25 October 2021 at 12:30pm Adelaide time 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 Resolution 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 2 is connected with the remuneration of a member of the key management personnel for the Company.
the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 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 Resolution 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 Resolution 2 Adoption of Remuneration Report Resolution 3 Re-election of Director – Mrs. Andrea Slattery Resolution 4 Amendments to Constitution Special Resolution 5 Readoption and Renewal of Proportional Takeover Provisions Special
For Against Abstain*
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