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AUDINATE GROUP LIMITED — AGM Information 2021
Sep 16, 2021
64298_rns_2021-09-16_f8ffe8fd-0f5d-490f-bf51-0e324975b852.pdf
AGM Information
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17 September 2021
Dear Shareholder,
On behalf of the Directors of Audinate Group Limited ( Audinate ), I am pleased to invite you to attend the 2021 Annual General Meeting ( AGM ) of Audinate. Enclosed is the Notice of Meeting setting out the business of the AGM.
Audinate’s 2021 AGM will be held on Wednesday, 20 October 2021 commencing at 9.30am (Sydney time). Due to the current and changing circumstances in relation to COVID-19, and with the safety of our shareholders and staff in mind, the 2021 AGM will be a virtual (online) meeting rather than a physical meeting.
Shareholders will be able to attend and participate in the AGM online via a live webcast online. To attend and participate, you will need to log in to an online platform provided by our share registry, Link Market Services (https://agmlive.link/AD821). A dial-in teleconference will also be available to shareholders.
All the information you need to attend the meeting is available on our website. This includes our virtual AGM online guide on how to use the online facility, answers to frequently asked questions and access to the Notice of Meeting and Annual Report. Our website also provides instructions on how to vote and ask a question online ahead of our AGM.
All resolutions considered at the AGM will be decided on by poll. I encourage you to read the Notice of Meeting (including the Explanatory Memorandum) and consider directing your proxy how to vote in each resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form.
I strongly encourage you to lodge your Proxy Form no later than 9.30am (Sydney time) on Monday, 18 October 2021 in one of the ways specified in the Notice of Meeting, preferably online.
Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Audinate unanimously recommend that shareholders vote in favour of all resolutions.
Thank you for your continued support of Audinate.
Yours faithfully,
David Krall Chairman
AUDINATE GROUP LIMITED ABN 56 618 616 916
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of Audinate Group Limited ( Audinate or the Company ) will be held:
Date: Wednesday, 20 October 2021
Time: 9.30am (Sydney time)
Venue: Online via a live webcast ( https://agmlive.link/AD821 )
The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.
Further details on how to participate in the AGM are set out in the attached Notice of Meeting and in the Link Group Online Platform Guide.
The Online Platform Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully logging in and navigating the site. The Online Platform Guide will be released to the ASX and is also available on our website.
It is recommended that shareholders log in to the online platform at least 15 minutes prior to the scheduled start time for Meeting on a supported web browser on their computer or online device. To log in to the Meeting, shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ), and their postcode.
Proxyholders will need a proxy code to log in. This will be provided by the share registry via email within 24 hours prior to the Meeting.
Shareholders will need to contact Link Market Services on +61 1800 990 363 by 13 October 2021 to obtain a personalised PIN number in order to ask a question via the telephone.
A. CONSIDERATION OF REPORTS
To receive and consider the Financial Report, the Directors’ Report, and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2021.
All shareholders can view the 2021 Annual Report which contains the Financial Report for the year ended 30 June 2021 on the Company’s website at https://investor.audinate.com/investor-centre/.
B. QUESTIONS AND COMMENTS
Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about, or comment on the management of the Company.
The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:
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a. the conduct of the audit;
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b. the preparation and content of the Independent Auditor’s Report;
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c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
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d. the independence of the Auditor in relation to the conduct of the audit.
The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit.
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Due to the virtual nature of the Meeting, shareholders are strongly encouraged to submit any questions in advance of the Meeting. Please log onto www.linkmarketservices.com.au, using your Shareholder Reference Number (SRN) or Holder Identification Number (HIN), select voting” and then click “ask a question or alternatively submit an email to the Company Secretary, Rob Goss at [email protected] .
C. ITEMS FOR APPROVAL
Resolution 1. Re-election of Director – Alison Ledger
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“That for the purposes of clause 15.6 of the Company’s Constitution and ASX Listing Rule 14.4 and for all other purposes, Alison Ledger, who retires and being eligible for re-election, is re-elected as a Director of the Company.”
Resolution 2. Re-election of Director – Tim Finlayson
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“That for the purposes of clause 15.6 of the Company’s Constitution and ASX Listing Rule 14.4 and for all other purposes, Tim Finlayson, who retires and being eligible for election, is re-elected as a Director of the Company.”
Resolution 3. Remuneration Report
To consider and if thought fit, pass the following as a non-binding ordinary resolution of the Company:
“ That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Company’s Remuneration Report for the financial year ended 30 June 2021, as set out in the Directors’ Report, is approved for adoption.”
The Remuneration Report is contained in the 2021 Annual Report (available at - https://investor.audinate.com/investor centre/). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
A vote on Resolution 3 must not be cast (in any capacity) by, or on behalf of, the following persons:
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a. a member of the key management personnel ( KMP ) whose remuneration details are included in the 2021 Remuneration Report; or
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b. a closely related party of such a KMP (including close family members and companies the KMP controls).
However, a person described above may cast a vote on Resolution 3 as a proxy if the vote is not cast on behalf of a person described above and either:
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a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
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b. the vote is cast by the chair of the Meeting and the appointment of the chair as proxy: i. does not specify the way the proxy is to vote on the resolution; and
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ii. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
In accordance with section 250BD of the Act, a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person where the proxy appointment specifies the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting
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where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.
“Key management personnel” and “closely related party” have the same meaning as set out in the Act.
Resolution 4. Issue of Performance Rights to CEO and Accelerated pro-rata vesting
Resolution 4A
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of up to 40,600 Performance Rights to Mr Aidan Williams under the Audinate Long Term Incentive Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting ( Performance Rights ), is approved.”
Resolution 4B
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That for the purposes of sections 200B and 200E of the Act and all other purposes, and conditional on shareholders approving Resolution 4A, the financial benefits to be given by the Company to Mr. Williams in connection with the pro-rata vesting of up to 40,600 Performance Rights to be issued to Mr Williams under the Plan in the event of cessation of Mr. Williams's employment, as described in the Explanatory Notes accompanying this Notice of Meeting, be approved.”
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11 and the Corporations Act, the Company will disregard any votes cast in favour of Resolution 4A or Resolution 4B by or on behalf of:
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a.
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Aidan Williams; or
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b. an associate of Aidan Williams.
Additionally, in accordance with ASX Listing Rule 14.11, the Company will also disregard any votes cast in favour of Resolution 4A or Resolution 4B by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question and any of their associates.
However, this does not apply to a vote cast in favour of Resolution 4A or Resolution 4B by:
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a. a person as proxy or attorney for a person who is entitled to vote on Resolution 4A or Resolution 4B, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or
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b. the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4A or Resolution 4B, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman of the Meeting decides; or
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c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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i. 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 Resolution 4A or Resolution 4B; and
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ii. the holder votes on Resolution 4A or Resolution 4B in accordance with directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 4A or Resolution 4B as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person where the proxy appointment
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specifies the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.
BY ORDER OF THE BOARD
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Rob Goss Company Secretary 17 September 2021
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ENTITLEMENT TO ATTEND AND VOTE
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm Sydney time) on Monday, 18 October 2021 will be entitled to attend and vote at the AGM as a shareholder.
If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.
Appointment of Proxy
If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act ) to exercise its powers as proxy at the AGM.
A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.
To be effective, the proxy must be received at the Share Registry of the Company no later than 9.30am (Sydney time) on Monday, 18 October 2021. Proxies must be received before that time by one of the following methods:
Online (preferred): www.linkmarketservices.com.au By post: Audinate Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia By facsimile: (02) 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia) By delivery in person: Link Market Services Limited Level 12 680 George Street Sydney NSW 2000 _During business hours Monday to Friday (9.00am – 5.00pm) and subject to public health orders and restrictions._
To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner. A personalised hardcopy of your proxy form can be obtained by contacting Link Market Services.
Power of Attorney
A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 9.30am (Sydney time) on Monday, 18 October 2021, being 48 hours before the AGM.
Corporate Representatives
A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. As the Meeting will be held virtually, the representative should provide a properly executed letter or other document confirming its authority to act as the company’s representative to Link Market Services before the commencement of the meeting. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
IMPORTANT: If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 3, 4A and 4B, then by submitting the proxy form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Voting at the Meeting
It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands. Due to the virtual nature of the Meeting, the Company encourages shareholders to lodge their proxy votes in advance of the Meeting and by no later than 9.30am (Sydney time) on Monday, 18 October 2021.
SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING
Due to the virtual nature of the Meeting, the Company encourages shareholders to lodge any questions in advance of the Meeting. Please log onto www.linkmarketservices.com.au, select Voting then click ‘Ask a Question’, or alternatively submit an email to the Company Secretary, Rob Goss at [email protected] .
To allow time to collate questions and prepare answers, please submit any questions by 9.30am (Sydney time) on Wednesday, 13 October 2021. Questions will be collated and, during the AGM, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.
CONDUCT OF MEETING
Audinate is committed to ensuring that its shareholder meetings are conducted in a manner which provides those shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally. Audinate will not allow conduct at any shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chairman of the Meeting will exercise his powers as the Chairman to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.
In the event that technical issues arise, Audinate will have regard to the impact of the technical issues on shareholders participating and casting votes online and the Chairman of the Meeting may, in exercising his powers as the Chairman, issue any instructions for resolving the issue and may continue the meeting if it is appropriate to do so.
PARTICIPATION IN THE AGM
There are a number of ways shareholders and interested parties can participate in the AGM:
- Online : shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view presentations, ask questions in writing and vote.
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- Teleconference : for shareholders and proxyholders who are unable or do not wish to access the meeting online, this will allow them to listen to the meeting live and ask questions on the telephone, but not vote. Shareholders will need to contact +61 1800 990 363 to pre-register by 5.00pm on 13 October 2021.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of shareholders of the Company ( Shareholders ) in relation to the business to be conducted at the Company’s AGM to be held on Wednesday, 20 October 2021.
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.
Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Resolutions 1, 2, and 4 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.
Resolution 3, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.
Resolution 1. Re-election of Director – Alison Ledger
Alison Ledger is a Non-Executive Director of Audinate. Alison is Chair of the Remuneration and Nomination Committee. Alison was appointed as a director of the Company on 9 May 2017 and was subsequently re-elected by shareholders in 2018.
In accordance with ASX Listing Rule 14.4, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment, or three years, whichever is the longer. In addition, clause 15.6 of the Constitution provides that at each Annual General Meeting onethird of the directors (other than the managing director), or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third of the directors must retire from office by rotation. Directors who retire by reason of clause 15.6 of the Constitution are those directors who have been in office the longest since their last election. A retiring director is eligible for re-election.
Alison was last appointed as a Director on 15 November 2018 and accordingly, retires from office in accordance with the above requirements and submits herself for re-election.
Alison has more than 30 years of experience and has held various leadership roles in Australia, the United Kingdom, and the USA. Alison is currently a Non-Executive Director of ASX listed Latitude Financial Services, its subsidiary Hallmark Insurance and ASX listed Countplus Limited. Alison held various senior management and strategic roles while at Insurance Australia Group (IAG) for eight years, including Head of Group Strategy and Executive General Manager, Product, Pricing and eBusiness. During her tenure as a Partner with McKinsey and Company she advised some of the leading global and Australian banks on strategy and organisational change. Alison began her professional career in the banking industry working with leading financial institutions.
Alison received her MBA from Harvard Business School and graduated magna cum laude, with a BA degree in Economics from Boston College. She is a Graduate and Member of the Australian Institute of Company Directors.
The Board consider Alison to be an independent director.
The Directors believe that Alison Ledger adds significant expertise and valuable experience to the Board due to her knowledge of strategic and operational change, from her consulting and corporate background. She also brings valuable insights from her other ASX listed board directorships, especially in respect of remuneration policies and practices.
The Directors, with Alison Ledger abstaining, unanimously recommend Shareholders vote in favour of this Resolution 1.
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Resolution 2. Re-election of Director – Tim Finlayson
Tim Finlayson is a Non-Executive Director of Audinate and Chair of the Audit and Risk Management Committee. Tim was appointed as a director of the Company on 9 May 2017 and re-elected by shareholders at the 2019 Annual General Meeting.
In accordance with Listing Rule 14.4, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment, or three years, whichever is the longer. In addition, clause 15.6 of the Constitution provides that at each Annual General Meeting one-third of the directors (other than the managing director), or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third of the directors must retire from office by rotation. Directors who retire by reason of clause 15.6 of the Constitution are those directors who have been in office the longest since their last election. A retiring director is eligible for re-election.
Tim was last appointed as a Director on 24 October 2019 and accordingly, retires from office in accordance with the above requirements and submits himself for re-election.
Tim is a chartered accountant with more than 25 years of experience in professional services, telecommunications and infrastructure industries and has held finance and operational leadership roles in Australia, Singapore and Vietnam. Tim is currently Chief Operating Officer with King & Wood Mallesons Australia, a leading international law firm. Prior to this role, Tim was CFO for ASX-listed companies Sydney Airport Corporation (ASX: SYD) and Hutchison Telecommunications (Australia) Limited (ASX: HTA). During his time at PricewaterhouseCoopers, Tim was a partner and leader of Tax and Legal Services in Indochina advising foreign companies on setting up and operating in Vietnam, Cambodia and Laos, following tax advisory roles in Sydney and Singapore.
Tim holds degrees in Economics and Laws from Macquarie University, is a Member of Chartered Accountants ANZ and is admitted as a Solicitor of the Supreme Court of New South Wales.
The Board consider Tim to be an independent director.
The Directors believe that Tim Finlayson complements the skills and experience of the Board in areas specifically relating to accounting, international tax, corporate governance, and risk management. His current role also provides him with valuable insights into a range of topics, including China geo-political risk and cyber-security.
The Directors, with Tim Finlayson abstaining, unanimously recommend Shareholders vote in favour of this Resolution 2.
Resolution 3. Remuneration Report
Section 250R(2) of the Corporations Act 2001 (Cth) (the Act ) requires that the section of the Directors' Report dealing with the remuneration of directors and key management personnel of the Company ( Remuneration Report ) be put to the vote of shareholders for adoption by way of a non-binding vote. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into account in setting remuneration policy for future years.
Key management personnel ( KMP ) are those persons having authority and responsibility for planning, directing and controlling the activities of Audinate including any executive or non-executive director.
Broadly, the Remuneration Report:
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discusses the Board of Audinate’s policy in relation to remuneration of the KMP;
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discusses the relationship between the Board’s policy and Company performance;
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details any performance conditions attached to KMP remuneration; and
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• sets out remuneration details for each KMP.
Shareholders can view the full Remuneration Report in the 2021 Annual Report which is available on Audinate’s website at www.investor.audinate.com.
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Following consideration of the Remuneration Report, the Chairman of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.
The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this Resolution 3.
Resolution 4. Issue of Performance Rights to CEO and Pro-rata vesting
Please refer to the Company’s Remuneration Report in the 2021 Annual Report for details on the Company’s approach to remuneration which includes fixed and at-risk remuneration.
Resolution 4A
Resolution 4A seeks shareholder approval of the proposed grant of Performance Rights to Mr Aidan Williams, Chief Executive Officer and Director of Audinate, to acquire fully paid ordinary shares ( Shares ) in the Company under the Audinate Long Term Incentive Plan ( Plan ). The Company has agreed, subject to obtaining shareholder approval, to grant a maximum of 40,600 Performance Rights to Mr Williams ( Issue ).
Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive plan unless it obtains the prior approval of its shareholders:
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a director of the company;
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an associate of a director of the company; or
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a person whose relationship with e company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.
The Issue falls within Listing Rule 10.14.1 as the proposed issue is to Aidan Williams, a Director of the Company, and therefore requires the approval of Audinate’s shareholders under Listing Rule 10.14.
Resolution 4A seeks the required shareholder approval to the Issue under and for the purposes of Listing Rule 10.14.
If shareholders approve Resolution 4A, the Company will be able to proceed with the issue of Performance Rights to Mr Williams on the terms and conditions as set out in this Notice. Further to this, approval of this resolution will result in the grant of up to 40,600 Performance Rights to Mr Williams falling within exception 14 in Listing Rule 7.2. Therefore, the issue of Performance Rights to Mr Williams will not be included in the 15% placement calculation for the purposes of Listing Rule 7.1. The issue of Shares in the Company on the vesting of the Performance Rights will also be excluded from Listing Rule 7.1.
If shareholders do not approve Resolution 4A, the proposed issue of Performance Rights to Mr Williams will not proceed. However, to ensure Audinate can attract and retain the right talent and align Mr Williams with those of shareholders, the Board considers it is important for Audinate to offer incentives to its executives that are in line with market practice. The Board would need to consider alternative remuneration arrangements.
Proposed Number of Performance Rights
It is proposed that Mr Williams be granted up to 40,600 Performance Rights. The exact number of performance rights may be less than this amount depending upon the 10-day volume weighted average price ( VWAP ) of Audinate shares and the discretion of the Board.
In determining the number of Performance Rights recommended to be issued to Mr Williams, the Remuneration & Nomination Committee took into consideration external advice and sought to balance short-term remuneration with long term share-holder growth.
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Vesting Conditions and Performance Hurdles
- The Performance Rights will vest over a period of three years subject to the satisfaction of both: 1) a service based vesting condition; and 2) the relevant performance hurdle.
The vesting condition for the Performance Rights is that Mr Williams must remain an Employee (as defined in the Plan Rules) up to and including the vesting date for the Performance Rights. The Performance Rights vest from 30 June 2024 subject to satisfaction of the vesting conditions below.
The performance hurdle for the Performance Rights is aligned to the Company’s US Dollar revenue compound annual growth rate ( CAGR ) over the three years from 1 July 2021 – 30 June 2024.
The Performance Rights commence vesting upon achieving a 25% revenue CAGR and will vest fully upon achieving a 35% revenue CAGR. The Remuneration and Nomination Committee recommends the change to the vesting conditions as revenue CAGR more directly aligns to the creation of shareholder value and is more within the control of management than a relative Total Shareholder Return performance measure.
The percentage of Performance Rights that vest will be as follows:
| USD Revenue CAGR % increase | Percentage of Performance Rights to vest |
|---|---|
| < 25% | No vesting |
| 25–30% | Pro-rata straight line vesting between 25% and 50% |
| 30 – 35% | Pro-rata straight line vesting between 50% and 100% |
| ≥ 35% | 100% vesting |
Exercise Period
Mr Williams’s Performance Rights will be automatically exercised on the date specified in the Vesting Notification provided to Mr Williams as defined in the Plan Rules.
Any unvested Performance Rights will automatically lapse on the expiry date of the Performance Rights, being 15 September 2024.
Additional Terms of the Performance Rights
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Performance Rights do not carry any dividend or voting Performance Rights prior to vesting.
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Each vested Right enables Mr Williams to be issued or transferred one share, subject to the rules governing the Plan.
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The Company’s obligation to allocate Shares on vesting of the Performance Rights may be satisfied by issuing new shares or procuring the transfer to Mr Williams the number of shares in respect of which Performance Rights have vested.
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The Plan contains provisions which give the Board the ability, in certain circumstances, to impose clawback, including the lapse of unvested Performance Rights and forfeit of shares allocated upon vesting of Performance Rights (e.g. in the event of fraud, dishonesty or serious breach of duty).
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In the event, in the Board’s opinion, there is the likely result of a change in the control (as defined in the Plan rules) of the Company, the Performance Rights may be subject to accelerated vesting in accordance with the Plan rules.
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In the event there is any corporate action by, or capital reconstruction in relation to the Company (including but not limited to return of capital), adjustments may be made to the number of Performance Rights and/or the number of Shares to which Mr Williams is entitled upon vesting in accordance with the Listing Rules or in a manner that the Board considers appropriate.
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In the event of cessation of employment, unvested Performance Rights will be treated as follows:
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If Mr Williams is considered a Good Leaver under the terms of the Plan, the Board in its absolute discretion will determine whether:
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any or all of Mr Williams’s unvested Performance Rights will continue to be held and subject to the same performance hurdles and vesting conditions;
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any or all of Mr Williams’s Performance Rights will be bought back in accordance with the Rules; or
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any or all of the Performance Rights will automatically lapse.
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If Mr Williams ceases employment prior to the Conversion Date other than as a Good Leaver, all of the unvested Performance Rights will lapse unless the Board determines otherwise and any vested Performance Rights which have not converted to shares will remain in force and be exercisable.
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In the event that Resolution 4B is approved then the Board will have the discretion to approve pro-rata vesting in accordance with the formula set out in the explanatory notes for Resolution 4B outlined immediately below.
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Under the Plan rules, any dealing in respect of a Right is prohibited, unless the Board determines otherwise or the dealing is required by law.
Technical information for the purposes of the ASX Listing Rules
In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided with respect to Resolution 4A:
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Aidan Williams is a Director of the Company and as such falls within the category of person in ASX Listing Rule 10.14.1. Accordingly, shareholder approval for Mr Williams to acquire equity securities under an employee incentive scheme for the purpose of ASX Listing Rule 10.14 is required.
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The maximum number of Performance Rights (and subsequently, the number of Shares) that may be acquired by Mr Williams under the Plan and for which shareholder approval is sought is 40,600.
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Mr Williams’ current total remuneration package for FY22 comprises:
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a fixed base salary of $460,000 (including superannuation):
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a variable short-term incentive (bonus) of up to $230,000, payable in cash; and
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a variable long-term incentive of up to $345,000 worth of Performance Rights, the subject of this resolution.
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Further information regarding the remuneration of Mr Williams is set out in the Company’s Remuneration Report which forms part of the 2021 Annual Report.
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The following securities have been previously issued to Mr Williams under the Company’s Long Term Incentive Plan:
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236,398 Performance Rights were granted in accordance with the disclosure provided by the Company in its prospectus dated 13 June 2017. (It should be noted that all other Key Management Personnel had options which vested at the time of the Initial Public Offer). The Performance Rights were granted for nil financial consideration.
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40,114 Performance Rights were granted on 30 June 2020, following approval by shareholders at the 2019 Annual General Meeting. The Performance Rights were granted for nil financial consideration.
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51,702 Performance Rights were granted on 11 November 2020, following approval by shareholders at the 2020 Annual General Meeting. The Performance Rights were granted for nil financial consideration.
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Key terms of the Performance Rights: The Performance Rights are not quoted on the ASX and carry no voting or dividend rights. The key terms of the Performance Rights are noted above. Shares issued on vesting of the Performance Rights will rank equally with ordinary shares on issue.
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Reason for issuing Performance Rights: Performance Rights are considered by the Board to be an appropriate equity security under the Audinate Long Term Incentive Plan as the vesting of those Performance Rights link directly to vesting conditions (described above) which relate to the performance of the company, to be satisfied before fully paid ordinary shares are issued.
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Value attributed to Performance Rights: The value of Performance Rights is based upon the fair value at grant date, which, in accordance with AASB 2 Share-based Payment does not consider the probability of the actual shares expected to vest. The share-based payment expense will be adjusted over the period, as further information becomes available to reflect the actual shares awarded. The valuation of these performance rights differs from previous grants due to the change from a market based vesting condition to a performance based vesting condition for the proposed LTI grant.
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The Performance Rights will be issued to Mr Williams on or about the date of the AGM, but in any event no later than 3 years after the date of the meeting.
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The issue price for the Performance Rights is nil and no money is payable by Mr Williams for a Share on the vesting of a Performance Right.
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A summary of the material terms of Audinate Long Term Incentive Plan is set out in Attachment A.
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No loans will be made in relation to the acquisition of the Performance Rights or Shares by Mr Williams.
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Details of any securities issued under the Audinate Long Term Incentive Plan will be published in Audinate’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under Audinate Long Term Incentive Plan after this Resolution 4A is approved and who are not named in this Notice will not participate until approval is obtained.
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• A voting exclusion statement is set out in the Notice.
Resolution 4B
In addition to Resolution 4A, outlined immediately above, the Company is proposing Resolution 4B to seek Shareholder approval pursuant to section 200E of the Corporations Act for the accelerated prorata vesting of the Performance Rights in limited circumstances and in the event that Mr. Williams ceases to be employed by the Company, as specified in the terms of the 2021 LTI Award. These circumstances include retirement, redundancy, death or permanent incapacity. Resolution 4B is conditional on shareholder approval of Resolution 4A being obtained.
Corporations Act requirements in relation to termination benefits
Part 2D.2 of the Corporations Act restricts the benefits that can be given to persons who hold a "managerial or executive office" (as defined in the Corporations Act) on leaving their employment with the company or any of its subsidiaries, unless an exception applies.
Under section 200B of the Corporations Act, the Company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the Company if it is approved by Shareholders under section 200E of the Corporations Act or an exemption applies. The term 'benefit' may include the pro-rata vesting of the Performance Rights in the limited circumstances outlined above where Mr. Williams ceases to be employed by the Company. As Mr Williams is the current CEO of the Company, this accelerated pro-rata vesting of the Performance Rights, in these circumstances, may amount to the giving of a termination benefit requiring Shareholder approval.
Accordingly, Shareholder approval is sought for all purposes including Part 2D.2 of the Corporations Act to approve the giving of benefits in connection with Mr William’s ceasing to be an officer of, and ceasing to hold an executive office in, the Company as a result of the accelerated pro rata vesting, on the terms and conditions in this Explanatory Statement.
Other Conditions
If Mr. Williams ceases employment before the Vesting Conditions are satisfied, the Performance Rights will automatically lapse (unless the Board determines otherwise).
In the case of cessation of employment because of retirement, redundancy, death or permanent incapacity, in accordance with the Plan, the Board may approve a pro-rata vesting of the Performance
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Rights. The number of Performance Rights that may vest on cessation of Mr Williams's employment in these circumstances will be calculated as follows:
Date of Grant to Date of Termination (in days) X No. of Performance Rights Date of Grant to Intended Vesting Date (in days) held on cessation
The value of the termination benefits that the Company may give as a result of the accelerated pro rata vesting of the Performance Rights cannot be determined in advance. This is because the value of a particular benefit will depend on the Company’s share price at the time of vesting which will be the date of Mr Williams’ cessation as a director and executive officer. If applicable the Company will determine the value of the benefit based on the accounting standards and consider the need for an independent external valuation at the time.
This Resolution 4B is conditional on shareholder approval being obtained for Resolution 4A. If shareholder approval of Resolution 4A is not obtained, then Resolution 4B will not be passed.
If Resolution 4A is approved by shareholders but Resolution 4B is not approved by shareholders, this will have no impact on the approval or transactions contemplated under Resolution 4A.
Directors’ Recommendation
The Directors, with Mr Williams abstaining, unanimously recommend that Shareholders vote in favour of Resolution 4A and Resolution 4B for the reasons set out below:
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The Directors consider that it is important for the Company to be able to attract and retain experienced Executives and that the proposed grant of Performance Rights to Mr Williams is appropriate taking into account his level of experience and contribution to the Company;
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The Directors consider that the proposed number of Performance Rights to be granted to Mr Williams is appropriate to:
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Motivate Mr Williams to pursue long-term growth and success of the Company (within an appropriate control framework);
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Align the interests of key leadership with the long-term interests of the Company’s shareholders; and
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Ensure a clear correlation between performance and remuneration, in accordance with the Company’s remuneration policy; and
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The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) note that equity-based remuneration can be an effective form of remuneration for executives.
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Attachment A
Key Terms of Audinate Long Term Incentive Plan Rules
The key terms of the Audinate Long Term Incentive Plan are as follows:
Where applicable, defined terms have the same meaning as provided in the Audinate Long Term Incentive Plan Rules as available on the Audinate ASX Announcements Platform (lodged 30 June 2017).
The terms and conditions of the Plan are set out in comprehensive rules. A summary of the rules of the Plan is set out below:
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The Plan is open to Directors, senior management, and any other employees of the Company, as determined by the Board. Participation is voluntary.
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The Board may determine the type and number of Awards to be issued under the Plan to each participant and other terms of issue of the Awards, including:
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what service-based conditions and/or performance hurdles must be met by a participant in order for an Award to vest (if any);
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the fee payable (if any) to be paid by a participant on the grant of Awards;
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the exercise price of any option granted to a participant;
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the period during which a vested option can be exercised; and
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any forfeiture conditions or disposal restrictions applying to the Awards and any Shares that a participant receives upon exercise of their options or performance rights.
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The Board may, in its discretion, also determine that the Company will issue limited recourse loans to participants to use for the purchase of Shares as part of a Share Award under the Plan.
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When any service-based conditions and/or performance hurdles have been satisfied, participants will receive fully vested Shares or their options/performance rights will become vested and will be exercisable over Shares (as applicable).
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Each vested option and performance right enables the participant to be issued or to be transferred one Share upon exercise, subject to the rules governing the Plan and the terms of any particular offer.
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Participants holding options or performance rights are not permitted to participate in new issues of Securities by the Company but adjustments may be made to the number of Shares over which the options or performance rights are granted and/or the exercise price (if any) to take into account changes in the capital structure of the Company that occur by way of pro rata and bonus issues in accordance with the rules of the Plan and the ASX Listing Rules.
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The Plan limits the number of Awards that the Company may grant without Shareholder approval, such that the sum of all Awards on issue (assuming all options and performance rights were exercised) do not at any time exceed in aggregate 10% of the total issued capital of the Company..
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The Plan defines the circumstances where a participant may be considered a good leaver. In these circumstances the Board has sole and absolute discretion in determining the manner in which any unvested awards may be dealt with.
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In the event of a change of control event, unless the Board in it is sole and absolute discretions deems otherwise, awards granted will vest on a pro rata basis where the Board considers vesting conditions and performance hurdles applicable to those awards to have been satisfied.
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• The Board may at any time amend the Plan, or the terms and conditions upon which awards have been issued under the Plan, subject to the requirements of the Constitution, the Listing Rules and requirement to not materially reduce the rights of any participants (as set out in clause 22.2 of the Plan).
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The Board may delegate management and administration of the Plan, together with any of their powers or discretions under the Plan, to a committee of the Board or to any one or more persons selected by them as the Board thinks fit.
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ACN 618 616 916
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LODGE YOUR VOTE
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ONLINE www.linkmarketservices.com.au
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BY MAIL
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Audinate Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
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BY FAX +61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: +61 1300 554 474 X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Audinate Group Limited ( Audinate or Company ) and entitled to attend and vote hereby: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy (an email will be sent to your appointed proxy with details on how to access the virtual meeting) Email or failing the person or body corporate named, or if no person or body corporate is named, the Chairman 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 9:30am (Sydney time) on Wednesday, 20 October 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/AD821 (refer to details in the Virtual Annual General Meeting Online Guide). Important for Resolutions 3, 4A and 4B: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 3, 4A and 4B, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. 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 Resolutions For Against Abstain * For Against Abstain * 1 Re-election of Director – 4B Pro-rata vesting of Performance Alison Ledger Rights – Aidan Williams 2 Re-election of Director – Tim Finlayson 3 Remuneration Report 4A Issue of Performance Rights – Aidan Williams * 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
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder 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).
- 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 votes will not be counted in computing the required majority on a poll.
AD8 PRX2101N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am (Sydney time) on Monday, 18 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
APPOINTMENT OF PROXY
Proxy Forms may be lodged:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman ONLINE of the Meeting as your proxy, please write the name email address of that www.linkmarketservices.com.au individual or body corporate in Step 1. A proxy need not be a shareholder Login to the Link website using the holding details as shown of the Company. on the Proxy Form. Select ‘Voting’ and follow the prompts to DEFAULT TO CHAIRMAN OF THE MEETING lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Any directed proxies that are not voted on a poll at the Meeting will default Reference Number (SRN) or Holder Identification Number (HIN) to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MOBILE DEVICE QR Code Form, including where the Resolutions are connected directly or indirectly Our voting website is designed specifically with the remuneration of KMP. for voting online. You can now lodge VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au into boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. 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 To scan the code you will need a QR code reader application vote as he or she chooses. If you mark more than one box on an item your which can be downloaded for free on your mobile device. vote on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY Audinate Group Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your BY HAND votes. Fractions of votes will be disregarded; and delivering it to Link Market Services Limited (b) return both forms together. Level 12 680 George Street SIGNING INSTRUCTIONS Sydney NSW 2000 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. during business hours Monday to Friday (9:00am - 5:00pm) and Joint Holding: where the holding is in more than one name, either subject to public health orders and restrictions shareholder may sign. ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETING 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 To view or download the full Notice of Meeting and document for notation, please attach a certified photocopy of the Power Explanatory Notes which sets out the Agenda (including details of Attorney to this form when you return it. of all resolutions being put to the meeting) please visit the company’s website. 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.
ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETING To view or download the full Notice of Meeting and Explanatory Notes which sets out the Agenda (including details of all resolutions being put to the meeting) please visit the company’s website.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
Virtual Meeting Online Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
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Chrome – Version 44 & 45 and after
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Firefox – 40.0.2 and after
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Safari – OS X v10.9 & OS X v10.10 and after
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Internet Explorer 9 and up
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Microsoft Edge - 92.0 and after
To attend and vote you must have your securityholder number and postcode.
Appointed Proxy: Your proxy number will be provided by Link before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Virtual Meeting Online Guide
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Step 1
Open your web browser and go to https://agmlive.link/AD821
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
This will bring up a box which looks like this.
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Step 2
Log in to the portal using your full name, mobile number, email address, and participant type.
Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.
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On the left – a live video webcast of the Meeting
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On the right – the presentation slides that will be addressed during the Meeting
If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Securityholders and proxies can either submit a Full Vote or Partial Vote.
- At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
2 • Link Group Virtual Meeting Online Guide
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Full Votes
To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.
Link Group Virtual Meeting Online Guide • 3
Virtual Meeting Online Guide continued
2. How to ask a question
Note: Only securityholders are eligible to ask questions.
If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
The ‘Ask a Question’ box will then pop up with two sections for completion.
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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.
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3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
4 • Link Group Virtual Meeting Online Guide
5. Phone Participation
Asking a Question
Step 1
What you will need
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a) Land line or mobile phone
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b) The name and securityholder number of your holding/s
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c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 5:00pm on 13 October 2021.
Joining the Meeting via Phone
When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.
Step 2
Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.
Step 1
From your land line or mobile device, call: Conference Call Number: 1800 271 187 International Number: +61 2 9189 2033
Step 2
You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.
At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.
Step 3
When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.
Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.
Step 4
Your line will be muted once your question has been answered.
Step 3
Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.
Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.
Step 4
At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.
Contact us
1487.7 04/21 ISS2
Australia T +61 1800 990 363 E [email protected]