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ASX LIMITED — AGM Information 2023
Sep 14, 2023
64439_rns_2023-09-14_87827abf-e535-4cd5-9121-f86ef30d841d.pdf
AGM Information
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15 September 2023
Australian Securities and Investments Commission ASX Market Announcements Office Mr Benjamin Cohn-Urbach ASX Limited Senior Executive Leader, Market Infrastructure 20 Bridge Street Level 5, 100 Market Street SYDNEY NSW 2000 SYDNEY NSW 2000
ASX 2023 AGM - VOTING/PROXY FORM AND QUESTION FORM
The following documents for the ASX Annual General Meeting 2023 are attached:
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Voting/Proxy form; and
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Questions from shareholders form.
Release of market announcement authorised by:
Johanna O’Rourke
Group General Counsel and Company Secretary
Further enquiries:
Media
David Park
Senior Adviser, Media and Communications
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T +61 2 9227 0010
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M +61 429 595 788
Analysts / Investors
Simon Starr
GM, Investor Relations and Sustainability
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T +61 2 9227 0623
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M +61 416 836 550
20 Bridge Street Sydney NSW 2000 PO Box H224 Customer service 13 12 79 Australia Square NSW 1215 asx.com.au
ASX Limited ABN 98 008 624 691
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LODGE YOUR VOTE
ONLINE
www.linkmarketservices.com.au
BY MAIL
ASX Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND* Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000
*During business hours Monday to Friday
ALL ENQUIRIES TO Telephone: 1300 724 911 Overseas: +61 1300 724 911
LODGEMENT OF A VOTING FORM You can vote online or by lodging this Voting Form at the address or fax number listed above. Your vote must be received by 10:00am (Sydney time) on Tuesday 17 October 2023 , being not later than 48 hours before the commencement of the Meeting. Any Voting Form or online vote received after that time will not be valid for the scheduled Meeting. If you are signing this Voting Form under a power of attorney, an original or a certified copy of the power of attorney must be lodged by that time as well, unless you have previously provided it to Link Market Services. Voting Forms may be lodged using the reply paid envelope or: ONLINE www.linkmarketservices.com.au BY MOBILE DEVICE Our voting website is designed specifically for voting online. QR Code Login to the Link website using the holding details as shown on You can now lodge your vote by scanning the QR code the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to adjacent or enter the voting link www.linkmarketservices. lodge your vote. To use the online lodgement facility, shareholders com.au into your mobile device. Log in using the Holder will need their “Holder Identifier” - Securityholder Reference Identifier and postcode for your shareholding. Number (SRN) or Holder Identification Number (HIN). To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM YOUR NAME AND ADDRESS APPOINTMENT OF A SECOND PROXY This is your name and address as it appears on the Company’s share register. If If you hold two or more shares, you may appoint up to two proxies. If you appoint this information is incorrect, please make the correction on the form. Shareholders two proxies, you should complete two separate Voting Forms and specify the sponsored by a broker should advise their broker of any changes. Please note: percentage or number each proxy may exercise. If you do not specify a percentage you cannot change ownership of your shares using this form. or number, each proxy may exercise half the votes. You must return both Voting Forms together. If you require an additional Voting Form, contact Link Market VOTING UNDER BOX A - DIRECT VOTING Services on 1300 724 911 or you may copy this form. If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the SIGNING INSTRUCTIONS “abstain” box. If you mark the “abstain” box for an item, your vote for that item You must sign this form as follows in the spaces provided: will be invalid. Individual: where the holding is in one name, the holder must sign. If no direction is given on all of the items, or if you complete both Box A and Box Joint Holding: where the holding is in more than one name, either shareholder B, your vote may be passed to the Chair of the Meeting as your proxy. may sign. Custodians and nominees may, with the Share Registrar’s consent, identify on Power of Attorney: to sign under Power of Attorney, you must lodge the Power the Voting Form the total number of votes in each of the categories “for” and of Attorney with the registry. If you have not previously lodged this document for “against” and their votes will be valid.
If you hold two or more shares, you may appoint up to two proxies. If you appoint two proxies, you should complete two separate Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Voting Forms together. If you require an additional Voting Form, contact Link Market Services on 1300 724 911 or you may copy this form.
Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place
The Chair’s decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B – APPOINTMENT OF PROXY
If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
CORPORATE REPRESENTATIVES
DEFAULT TO CHAIR OF THE MEETING
If a representative of the corporation is to participate in the Meeting, the appropriate “Certificate of Appointment of Corporate Representative” should be received by Link Market Services (at the postal address or business address or fax number given on the below of this page or at the email address: [email protected]) by no later than 48 hours before the commencement of the Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Voting Form, including where the Items are connected directly or indirectly with the remuneration of Key Management Personnel.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6
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VOTING/PROXY FORM
I/We being a member(s) of ASX Limited and entitled to attend and vote hereby:
VOTE DIRECTLY
APPOINT A PROXY the Chair of OR if you are NOT the Meeting appointing the Chair of the Name (mark box) Meeting as your proxy, please write the name and email of the person or body corporate you are Email appointing as your proxy
A
B
OR
elect to lodge my/our vote(s) directly (mark box)
in relation to the Annual General corporate you are Meeting of the Company to be appointing as your proxy held at 10:00am (Sydney time) or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the on Thursday, Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions 19 October 2023, and at any or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (Sydney time) on Thursday, 19 October 2023 (the adjournment or postponement Meeting ) and at any postponement or adjournment of the Meeting. of the Meeting. You should The Meeting will be conducted as a hybrid meeting. You can participate by attending in person at ASX mark “For”, “Against” or Auditorium, Lower Ground Floor, Exchange Square, 18 Bridge Street Sydney, NSW or logging in online “Abstain” for each item. at https://meetings.linkgroup.com/ASX23 (refer to details in the Virtual Annual General Meeting Online Guide). The Notice of Annual General Meeting can be viewed and downloaded at the Company’s website at https://www.asx.com.au/agm. Important for Items 3, 4 & 7: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, then by submitting the Voting Form you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Items 3, 4 & 7, even though the Items are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chair intends to vote all available proxies in favour of Items 3, 4 and 5. The Chair intends to vote all available proxies against Item 6 and Item 7. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Items RecommendationBoard For Against Abstain * 3 Adoption of Remuneration Report FOR 4 Grant of performance rights to the Managing Director and CEO FOR 5(a) Re-elect Damian Roche as a director of ASX FOR 5(b) Elect Vicki Carter as a director of ASX FOR 5(c) Elect Luke Randell as a director of ASX FOR 6 Elect Philip Galvin, who nominates himself for election, as a director of ASX AGAINST 7 Spill Resolution – Conditional Resolution AGAINST
or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (Sydney time) on Thursday, 19 October 2023 (the Meeting ) and at any postponement or adjournment of the Meeting.
Please note that Item 7 will only be considered at the meeting if the conditions set out in the Notice of Meeting are satisfied.
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) Director |
|---|---|---|
This form should be signed by the shareholder. If a joint holding, any of the shareholders may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
ASX PRX2301N
LODGE YOUR QUESTIONS
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ONLINE https://investorcentre.linkgroup.com
BY MAIL ASX Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000
- ALL ENQUIRIES TO
Telephone: 1300 724 911 Overseas: +61 1300 724 911
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X99999999999 Please use this form to submit any questions about ASX Limited (“the Company”) that you would like us to respond to at the Company’s 2023 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Thursday, 12 October 2023. Questions will be collated. During the course of the Annual General Meeting, the Chair of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction
This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Thursday, 12 October 2023. Questions will be collated. During the course of the Annual General Meeting, the Chair of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.
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