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CVC LIMITED — AGM Information 2024
Oct 23, 2024
64728_rns_2024-10-23_2c7e7a11-4378-479b-916b-cfe5bbd512bc.pdf
AGM Information
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24 October 2024
Dear Shareholders,
Letter to Shareholders – Annual General Meeting
The Annual General Meeting of CVC Limited (the Company ) will be held as follows:
Time and date: 12:00pm (AEDT) on Wednesday, 27 November 2024 Location: Corrs Chambers Westgarth, Quay Quarter Tower Level 37, 50 Bridge St Sydney NSW 2000
In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) and/or Annual Report ( Report ) to Shareholders who have elected to receive the Notice or Report in physical form. The Notice and Report are being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://www.cvc.com.au/investor-information/cvc-limited/annual-reports/. Alternatively, the Notice will also be available on the Company’s ASX market announcements page at https://www.asx.com.au/ (ASX:CVC).
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice and Report.
Voting at the Meeting or by proxy
Shareholders are encouraged to vote by lodging a proxy form.
Online Lodge the proxy form online at: https://www.registrydirect.com.au/investor Email Completing the proxy form and emailing it to: [email protected] By post Completing the proxy form and posting it to Registry Direct, PO BOX 572, Sandringham VIC 3191 Fax Completing the proxy form and faxing it to +61 3 9111 5652
Your proxy voting instruction must be received by 12:00pm (AEDT) on Monday, 25 November 2024, being 48 hours before the commencement of the Meeting.
Any proxy voting instructions received after the above time will not be valid for the Meeting.
The Meeting materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their financial advisor, lawyer, accountant or other professional adviser prior to voting.
Yours faithfully
Mark Avery
Managing Director and Company Secretary
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CVC Limited ABN 34 002 700 361 Level 40, 1 Farrer Place, Sydney NSW 2000 T 02 9087 8000 W www.cvc.com.au
CVC Limited (ACN 002 700 361)
NOTICE OF ANNUAL GENERAL MEETING
Date: Wednesday, 27 November 2024 Time: 12:00 pm (Sydney time) Place: Corrs Chambers Westgarth, Quay Quarter Tower, Level 37, 50 Bridge St, Sydney NSW 2000
Table of contents
Corporate directory
| Notice of Annual General Meeting | 3 |
|---|---|
| Explanatory Notes | 6 |
| Glossary | 10 |
NOTE : Capitalised terms used in this document are defined in the Glossary.
| Key dates | |
|---|---|
| Due date for lodgement of Proxy Forms |
12:00 pm (Sydney time) on 25 November 2024 |
| Record date | 7:00 pm (Sydney time) on 25 November 2024 |
| Annual General Meeting |
12:00 pm (Sydney time) on 27 November 2024 |
NOTE : The above timetable is indicative only. The Company may vary any of the above dates subject to the Corporations Act, the Listing Rules and any other applicable law.
Directors
Mr Mark Avery Mr Craig Treasure Mr Ian Campbell Mr John Leaver
Company Secretary Mr Mark Avery
Registered office
Suite 4, Level 40, Governor Phillip Tower 1 Farrer Place, Sydney NSW 2000 Australia
Website
http://www.cvc.com.au/
Share registry
Registry Direct Level 6, 56 Pitt Street SYDNEY NSW 2000 Australia Telephone: 1300 556 635
Enquiries
Important information
The Notice of Meeting is dated 24 October 2024.
If you have any queries about the matters set out in this Notice of Meeting, please contact Registry Direct on +61 1300 556 635 during business hours.
A copy of this Notice of Meeting has been lodged with ASIC. ASIC does not take any responsibility for the contents of this Notice of Meeting.
This Notice of Meeting does not take into account the individual investment objectives, financial situation or particular needs of any person. Shareholders should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to approve the Resolutions set out in the Notice of Meeting.
The Company plans to physically hold the Meeting at Corrs Chambers Westgarth, Quay Quarter Tower, Level 37/50 Bridge St, Sydney NSW 2000.
Financial amounts in this Notice of Meeting are expressed in Australian dollars unless otherwise stated
This Notice of Meeting is governed by the law in force in New South Wales, Australia.
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting ( Meeting ) of the Shareholders of CVC Limited ( Company ) will be held at Corrs Chambers Westgarth, Quay Quarter Tower, Level 37/50 Bridge St, Sydney NSW 2000 at 12:00 pm (Sydney time) on 27 November 2024 for the purpose of transacting the business set out in this Notice of Meeting.
ORDINARY BUSINESS
1 Financial Reports
To receive the financial statements, directors’ report and auditor’s report for the Company and its controlled entities for the financial period from 1 July 2023 to 30 June 2024.
Note : The Financial Reports are contained in the Annual Report, which is available on the Company’s website at http://www.cvc.com.au/. There is no requirement for Shareholders to approve these Financial Reports. The Financial Reports will be laid before the Meeting and, at the Meeting, the Chairperson will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the operations and management of the Company, and for Shareholders to ask the auditor questions about the conduct of the audit and content of the auditor's report. Shareholders may also submit questions in writing before the Meeting. The list of any such questions will be presented at the Meeting for discussion and responses.
2 Resolution 1 – Adoption of 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, approval is given for the adoption of the Remuneration Report for the financial period from 1 July 2023 to 30 June 2024.”
Note : The Remuneration Report is set out in the Annual Report and contains details of the Company’s policy for determining the remuneration for the Directors and senior executives. It includes information on the methodology adopted and the elements of remuneration which are fixed and those which are related to performance. At the Meeting, the Chairperson will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report. This Resolution is advisory only and does not bind the Company or the Directors.
3 Resolution 2 – Election of Mr Ian Campbell as a Director of the Company
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“To elect, as a director of the Company, Mr Ian Campbell, who retires in accordance with clause 19.3 of the Company's constitution and offers himself for re-election."
SPECIAL BUSINESS
4 Resolution 3 – Approval of on-market buy back
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“That, for the purposes of section 257C of the Corporations Act and for all other purposes, approval is given to the Company to conduct an on-market share buy-back of up to 20,000,000 Shares, during the 12 month period after the date of the Meeting and on the terms set out in the Explanatory Notes.”
By order of the board of the Company
Mark Avery Managing Director and Company Secretary 24 October 2024
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Voting exclusion statements – Corporations Act
Resolution 1 In accordance with the Corporations Act, the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel ( KMP ) in any capacity whose remuneration is included in the Remuneration Report and closely related parties (as defined in the Corporations Act) of a KMP ( Excluded Persons ). However, an Excluded Person may cast a vote on the resolution if:
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that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of an Excluded Person; or
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• the proxy is the Chairperson and the appointment expressly authorises the Chairperson to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.
Chairperson's voting intentions
The Chairperson intends to vote undirected proxies on, and in favour of, all proposed Resolutions. If there is a change to how the Chairperson intends to vote undirected proxies, the Company will make an announcement to the market.
Voting entitlement
Any person registered as a Shareholder on the Register at 7:00 pm (Sydney time) on 25 November 2024 is entitled to attend and vote at the Meeting.
Registrable transmission applications or transfers registered after the time specified above will be disregarded in determining entitlements to vote at the Meeting.
In the case of Shares held by joint holders, only one of the joint Shareholders is entitled to vote. If more than one Shareholder votes in respect of jointly held Shares, only the vote of the Shareholder whose name appears first in the Register will be counted.
Each Shareholder may vote by attending the Meeting in person or by proxy, attorney or, in the case of a corporation which is a Shareholder, by corporate representative.
Voting in person
Any Shareholder entitled to attend and vote at the Meeting who wishes to attend and vote at the Meeting in person will be admitted to the Meeting and given a voting card upon disclosure of their name and address at the point of entry to the Meeting.
Voting by proxy
Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of the Shareholder.
A proxy need not be a Shareholder.
If a Shareholder is entitled to cast 2 or more votes at the Meeting, that Shareholder may appoint 2 proxies. Where 2 proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the Shareholder’s voting rights. If the Shareholder does not specify the proportion or number of the Shareholder’s voting rights that each proxy is to represent, each proxy will be entitled to exercise half the Shareholder’s votes.
A Proxy Form for the Meeting is enclosed. In order to be valid, a properly completed Proxy Form must be lodged in any of the following ways:
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(a) Online at: https://www.registrydirect.com.au/investor
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(b) By email to: [email protected].
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(c) By hand or mail to: Registry Direct, PO BOX 572, Sandringham VIC 3191
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(d) By fax to: +61 3 9111 5652
To be valid, your completed Proxy Form must be received by 12:00 pm (Sydney time) on 25 November 2024.
Please note that post only reaches the above address on Business Days in Sydney, Australia. A proxy will be admitted to the Meeting and given a voting card upon providing written evidence of their name and address at the point of entry to the Meeting. The return of a completed Proxy Form will not preclude a Shareholder from attending in person and voting at the Meeting.
Voting by attorney
An attorney of any Shareholder entitled to attend and vote at the Meeting may attend the Meeting, and vote on that Shareholder’s behalf.
If a Shareholder wishes to vote by attorney at the Meeting, that Shareholder must, if they have not already done so, deliver the original, or a certified copy of, the power of attorney by the methods specified above so that it is received before the Meeting commences or, alternatively, ensure the power of attorney is brought to the Meeting and presented at the point of entry to the Meeting.
A Shareholder’s attorney will be admitted to the Meeting and given a voting card upon providing written evidence of their appointment, their name and address and the identity of their appointer (i.e. the Shareholder) at the point of entry to the Meeting.
Voting by corporate representative
A corporation that is a Shareholder must appoint a person to act as its representative to vote at the Meeting (if it does not wish to vote by proxy or attorney). The appointment must comply with the Corporations Act. An authorised corporate representative will be admitted to the Meeting and given a voting card upon providing written evidence of their appointment including any authority under which it is signed, their name and address and the identity of their appointer (i.e. the Shareholder) at the point of entry to the Meeting.
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Explanatory Notes
These explanatory notes have been prepared for the information of Shareholders in connection with the business to be transacted at the Meeting.
1 Resolution 1 – Adoption of Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders.
The Remuneration Report relates to the twelve-month accounting period from 1 July 2023 to 30 June 2024.
In accordance with section 250R(3) of the Corporations Act, Shareholders’ vote on Resolution 1 is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will take the discussion of the Remuneration Report at the Meeting into consideration when determining the Company’s remuneration policy in the future and consider concerns Shareholders may raise in relation to remuneration issues.
Where a resolution on the Remuneration Report receives a “no” vote of 25% or more ( Strike ) at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director, Mark Avery) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
The Company’s 2023 remuneration report did not receive a Strike at the Company’s 2023 annual general meeting held on 24 October 2023.
If the Remuneration Report receives a Strike at this Meeting, then at the Company’s 2025 annual general meeting, in addition to a vote on the Company’s 2025 remuneration report, the Company will be required to put a conditional resolution to the meeting in accordance with section 250V(1) of the Corporations Act, which will be put to the meeting if the Company’s 2025 remuneration report receives a Strike. If the conditional resolution is passed by an ordinary resolution of Shareholders, the Board (other than Mr Mark Avery, as Managing Director) will be required to stand for re-election.
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.
Noting that each Director has a personal interest in their own remuneration from the Company, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
2 Resolution 2 – Election of Mr Ian Campbell as a Director of the Company
Article 19.3 of the Company’s constitution provides the Company must hold an election of directors each year. The directors to retire are those directors longest in office since last being elected and, as between directors who were elected on the same day, the directors to retire are either determined by agreement or, in default of agreement, by ballot.
The Board has agreed that Mr Ian Campbell will retire and seek re-election in accordance with article 19.3 of the Company’s constitution.
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Mr Campbell was appointed as a Director on 16 March 2015. Relevant information about Mr Campbell is set out on page 12 of the Annual Report.
The Board (other than Mr Campbell) supports the re-election of Mr Campbell and recommends that Shareholders vote in favour of this Resolution. Other than as Shareholders of the Company, none of the Directors (other than Mr Campbell) has an interest in the outcome of this Resolution.
3 Resolution 3 – Approval of on-market buy back
3.1 Background
Resolution 3 seeks Shareholder approval of an on-market buyback of up to 20,000,000 Shares, representing 17.12% of the issued Shares of the Company as at 24 October 2024 ( 2024 OnMarket Buy Back ).
On 24 October 2023, the Company announced that it would undertake an on-market buy back of up to 20,000,000 Shares ( 2023 Buy Back ). Shareholders approved the 2023 Buy Back for the purposes of section 257C of the Corporations Act at the Company’s 2023 annual general meeting. The approval for the 2023 Buy Back expires on 23 October 2024.
Resolution 3 seeks Shareholder approval to conduct the 2024 On-Market Buy Back to allow the Company to buy back a further 20,000,000 Shares within the 12-month period following the date of the Meeting.
If Shareholder approval of Resolution 3 is obtained, it is not guaranteed the Company will buy back the maximum number of Shares permitted under the 2024 On-Market Buy Back, or any Shares at all.
3.2 Shareholder approval
Under the Corporations Act, a listed company can buy back its own shares on-market if the buy back does not materially prejudice its ability to pay its creditors and it follows the procedures set out in the Corporations Act. Shareholder approval is required if the number of shares bought back in the last 12 months is greater than 10% of the minimum number of shares on issue at any time during the last 12 months ( 10/12 Limit ).
Approval is sought for an on-market buyback of up to 20,000,000 Shares by the Company, representing 17.12% of the issued Shares as at 24 October 2024.
The Company wants to retain the flexibility to continue buying back Shares up to a threshold of 17.12% of Shares currently on issue as at 24 October 2024.
3.3 Conditions
The 2024 On-Market Buy Back is subject to the following conditions:
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Shareholders approving Resolution 3; and
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transactions in Shares have been recorded on the ASX on at least 5 trading days in the 3 months preceding each date the Company buys back Shares, as required by Listing Rule 7.29.
3.4 Terms
If the above conditions are satisfied, the terms of the 2024 On-Market Buy-Back will be as follows:
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all Shareholders will be entitled to sell their Shares on-market for the Company to buy back;
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the maximum number of Shares to be bought back is 20,000,000 Shares (being 17.12% of the total number of issued Shares as at 24 October 2024). If Shareholder approval of Resolution 3 is obtained, it is not guaranteed the Company will buy back the maximum number of Shares permitted under the 2024 On-Market Buy Back, or any Shares at all;
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the price to be paid by the Company for Shares will be the then prevailing market price on the ASX and, in accordance with Listing Rule 7.33, the purchase price will not be more than 5% above the five-day volume weighted average market price of Shares;
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the usual rules for settlement of transactions which occur on-market on the ASX will apply;
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the 2024 On-Market Buy-Back will occur over the 12 month period following the Meeting; and
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in accordance with section 257H(2) of the Corporations Act, all Shares which are bought back will be cancelled.
3.5 Related parties’ right to participate in the 2024 On-Market Buy Back
Section 208(1)(a) of the Corporations Act prohibits the Company from giving a financial benefit to ‘related parties’ of the Company (as defined in the Corporations Act) without the approval of shareholders by a resolution passed at a general meeting at which no votes are cast in relation to the resolution in respect of any shares held by the related party or by an associate of the related party.
No Directors intend to sell into the 2024 On-Market Buy Back and it is not envisaged that any other related party will sell into the 2024 On-Market Buy Back.
However, to the extent that a related party does participate in the 2024 On-Market Buy Back, the Company considers that the proposed purchase of Shares from related parties under the 2024 On-Market Buy Back falls within the ‘arm’s length’ exception in section 210 of the Corporations Act for the following reasons and, therefore, Shareholder approval is not required:
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to the extent the related parties wish to participate in the 2024 On-Market Buy Back, they will only be entitled to sell their Shares on the same terms as those that apply to other Shareholders who are not related parties of the Company;
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the ability of related parties to participate in the 2024 On-Market Buy Back may assist the Company to obtain the advantages of the 2024 On-Market Buy Back outlined below;
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the impact on the proportion of Shares held by continuing Shareholders at completion of the 2024 On-Market Buy Back will be the same irrespective of whether any related parties participate in the 2024 On-Market Buy Back; and
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the terms of the purchase of Shares from related parties would be reasonable in the circumstances if the Company were dealing at arm’s length.
3.6 Financial effect of the 2024 On-Market Buy Back
The Company intends to utilise its cash reserves (including from any future profits) to pay for the Shares it buys back (if any).
The financial effect of the 2024 On-Market Buy Back will be to reduce the Company’s cash reserves.
Shares will not be bought back under the 2024 On-Market Buy Back if it would materially prejudice the Company’s ability to pay its creditors.
3.7
Advantages of the 2024 On-Market Buy Back
The key advantages of the 2024 On-Market Buy Back are as follows:
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enhances the Company’s ability to return surplus capital in a cost effective manner;
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offers the Company the flexibility to commence or cease the buy back program at any time, in response to changes in share price or market conditions or other demands on the Company’s cash reserves;
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all Shareholders are entitled to offer their Shares to be purchased by the Company;
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creates an extended period of liquidity for Shareholders to sell Shares back to the Company where that liquidity may not have been available to Shareholders;
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promotes a more efficient capital structure; and
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allows continuing Shareholders to control a larger proportion of Shares.
3.8 Disadvantages of the 2024 On-Market Buy Back
The key disadvantages of the 2024 On-Market Buy Back are as follows:
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reduces the cash reserves of the Company, possibly limiting future investment opportunities. However, the Company can commence or cease buying back Shares at any time, in response to changes in share price, market conditions or other demands on the Company’s cash reserves; and
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if the Company buys back 20,000,000 Shares (being the number of Shares for which approval under Resolution 3 is sought), Mr John Scott Leaver’s interest in the Company could increase from 34.90% as at 24 October 2024 to a maximum of 42.13% (if Mr Leaver does not participate in the 2024 On-Market Buy Back and does not otherwise dispose of any Shares). Given the maximum interest Mr Leaver may obtain if he does not participate in the 2024 On-Market Buy Back, the Board will take all relevant factors into account in determining the extent to which the 2024 On-Market Buy Back is implemented (if at all).
Participating in the 2024 On-Market Buy Back may have financial, taxation, or other ramifications for Shareholders depending upon each Shareholder’s personal circumstances. The Board recommends that Shareholders obtain their own professional advice.
3.9 Directors’ recommendation
The Board recommends that Shareholders vote in favour of this Resolution.
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Glossary
In this Notice of Meeting, unless the context or subject matter otherwise requires:
| 10/12 Limit | has the meaning given in section 3.2. |
|---|---|
| 2023 Buy Back | has the meaning given in section 3.1. |
| 2024 On-Market Buy Back | has the meaning given in section 3.1. |
| Annual Report | means the annual report for the Company for the financial period between 1 July 2023 and 30 June 2024. |
| ASX | means ASX Limited (ABN 98 008 624 691) or the financial market operated by it. |
| Board | means the board of Directors. |
| Business Day | has the meaning given to that term in the Listing Rules. |
| Chairperson | means the chairperson of the Board. |
| Company | means CVC Limited ACN 002 700 361. |
| Corporations Act | means the_Corporations Act 2001_(Cth) as amended or replaced from time to time. |
| Director | means a director of the Company. |
| Key Management Personnelor KMP |
means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. |
| Listing Rules | means the official listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, as amended or replaced from time to time, except to the extent of any express written waiver by ASX. |
| Meeting | means the annual general meeting of the Company to be held at the time and place specified in this Notice of Meeting. |
| Notice of Meeting | means this document, comprising the notice of annual general meeting, the explanatory notes and all schedules. |
| Proxy Form | means the proxy form accompanying this Notice of Meeting. |
| Register | means the register of shareholders of the Company. |
| Remuneration Report | means the remuneration report of the Company for the financial period between 1 July 2023 and 30 June 2024 as set out on pages 18 to 24 of the Annual Report. |
| Resolution | means the resolutions proposed at the Meeting, as set out in the Notice of Meeting. |
| Share | means a fully paid ordinary share in the capital of the Company. |
| Shareholder | means a holder of a Share. |
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24 October 2024
SAVE TIME & VOTE ONLINE: Go to the address below or scan the QR code.
registrydirect.com.au/investor
* ADDRESS STARTS HERE * INVESTOR NAME(S) C/O EXAMPLE LTD PO BOX 0000 MELBOURNE VIC 3000
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HIN/SRN:
PROXY FORM
Please complete and return this form if you wish to appoint a proxy and/or direct how you want your votes cast at the Annual General Meeting of CVC Limited (ABN 34 002 700 361) (the Company) to be held at 12:00 p.m. AEDT on Wednesday, 27 November 2024 at Corrs Chambers Westgarth, Quay Quarter Tower, Level 37, 50 Bridge St, Sydney NSW 2000 and at any adjournment or postponement of the meeting. This form must be completed and returned by 12:00 p.m. AEDT on Monday, 25 November 2024.
Alternatively, you can appoint a proxy and/or direct how you want your votes cast online at https:// www.registrydirect.com.au/investor/.
Step 1 - Appoint your Proxy
I/We are or represent a member/s of CVC Limited and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark OR box with 'X')
Write here the name of the person (or body corporate) you are appointing if this person is someone other than the Chair of the Meeting
or failing attendance at the meeting of the person or body corporate named above, or if no person is named, the Chair of the Meeting, to act generally at the meeting on my/our behalf and to vote in accordance with the directions on this proxy form or, if no directions have been given and to the extent permitted by law, as he or she sees fit, at the Annual General Meeting of CVC Limited to be held at 12:00 p.m. AEDT on Wednesday, 27 November 2024 at Corrs Chambers Westgarth, Quay Quarter Tower, Level 37, 50 Bridge St, Sydney NSW 2000 and at any adjournment or postponement of the meeting.
This form authorises our proxy to vote on the lesser of
all our securities OR ___ securities
Important for Resolution 1: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention on this Proxy Form, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.
The Chair of the Meeting intends to vote all available proxies in the manner set out with each Resolution.
Step 2 - Direct how your votes are to be cast
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Resolution 1
ADOPTION OF REMUNERATION REPORT FOR AGAINST ABSTAIN PROXY’S DISCRETION
Resolution type: Non binding
Board recommendation: For
Chair's voting intention: For
Resolution 2
ELECTION OF MR IAN CAMPBELL AS A
FOR AGAINST ABSTAIN PROXY’S DISCRETION
DIRECTOR OF THE COMPANY
Resolution type: Ordinary
Board recommendation: For
Chair's voting intention: For
Resolution 3
APPROVAL OF ON-MARKET BUY BACK FOR AGAINST ABSTAIN PROXY’S DISCRETION
Resolution type: Ordinary
Board recommendation: For
Chair's voting intention: For
Step 3 - Sign this form
Shareholder 1 (individual) Joint Shareholder 2 (individual) Joint Shareholder 3 (individual)
Sole Director & Sole Company Secretary Director/Company Secretary (Delete one) Director
Date
Contact name Mobile number
Email
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Step 3 - Sign this form
By providing an email you agree to receive future communications electronically
SIGNING INSTRUCTIONS FOR THE PROXY FORM
Individual:
Where the holder is an individual, the security holder must sign.
Joint holding:
Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:
If you are executing the Proxy Form under a Power of Attorney and have not previously supplied a copy, please attach a certified copy of the Power of Attorney to the Proxy Form when you return it.
Companies:
When the holder is a company, and the company has a sole director who is also the sole company secretary, the Proxy 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 the Proxy Form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held and delete titles as applicable.
RETURNING THE PROXY FORM
Please note our preference is you appoint your proxy and direct how you require your vote/s be cast online. If you perform these actions online, you will not need to complete or return the Proxy Form. You can complete these actions by logging in to your account at www.registrydirect.com.au/investor.
You can return the Proxy Form by:
EMAIL: POST: FAX: [email protected] PO Box 572 +61 3 9111 5652 Sandringham Vic 3191