EVT LIMITED — AGM Information 2021

Sep 16, 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of EVENT Hospitality & Entertainment Limited (the “ Company ”) will be held online on Friday 22 October 2021 at 10:00am (Sydney time).

Shareholders and proxyholders will be able to view the Meeting, vote, and ask questions and make comments online in real time at https://web.lumiagm.com/327710019. In light of the uncertain COVID‐19 situation, there will not be a venue where shareholders can physically attend.

Further details about how to participate online are set out in the Explanatory Notes that accompany and form part of this Notice of Annual General Meeting.

ORDINARY BUSINESS

Financial Reports

1. To receive and consider the financial statements of the Company and its controlled entities (collectively the “ Group ”) and the reports of the directors and of the auditor for the year ended 30 June 2021.

Remuneration Report

1. To adopt the remuneration report for the year ended 30 June 2021.

Please note that the vote on this resolution is advisory only, and does not bind the Company or its directors.

Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. That Mr Alan Graham Rydge, being a director who retires by rotation in accordance with rule 8.1(d) of the Constitution, and being eligible, is re‐elected as a director of the Company.

2. That Mr Peter Roland Coates, being a director who retires by rotation in accordance with rule 8.1(d) of the Constitution, and being eligible, is re‐elected as a director of the Company.

SPECIAL BUSINESS

Award of Rights to the Chief Executive Officer

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the award of up to 200,000 Performance Rights to the Chief Executive Officer, Ms Jane Megan Hastings, on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.

2. That the shareholders approve for all purposes, including ASX Listing Rule 10.14, the Recognition and Retention Incentive Award to the Chief Executive Officer, Ms Jane Megan Hastings, on the terms set out in the Explanatory Notes to this Notice of Annual General Meeting.

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EVENT HOSPITALITY & ENTERTAINMENT LIMITED | ACN 000 005 103 478 GEORGE STREET SYDNEY NSW 2000 | GPO BOX 1609 SYDNEY NSW 2001 | +61 2 9373 6600

VOTING EXCLUSION STATEMENT

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (“ KMP ”) of the Group (being resolutions in respect of Items 2, 5 and 6 of this Notice of Meeting), the Corporations Act 2001 (Cth) (“ Corporations Act ”) restricts KMP and their closely related parties from voting in certain circumstances. Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

In addition, voting restrictions apply in respect of Items 5 and 6 under the ASX Listing Rules.

Item 2 (Remuneration Report)

The Company will disregard any votes cast on Item 2:

• by or on behalf of a KMP named in the Company’s remuneration report for the year ended 30 June 2021 or their closely related parties (regardless of the capacity in which the votes are cast); or

• as proxy by a person who is a KMP on the date of the Annual General Meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote:

• in accordance with a direction on the proxy form; or

• by the Chairman of the Meeting, in accordance with an express authorisation in the proxy form to vote as the proxy decides, even though the resolution is connected with the remuneration of the KMP.

Items 5 and 6 (Award of Rights to the Chief Executive Officer)

The Company will disregard any votes cast on Items 5 and 6:

• in favour of the resolution by or on behalf of Ms Hastings or any of her associates (regardless of the capacity in which the vote is cast); or

• as a proxy by a person who is a KMP on the date of the Annual General Meeting or their closely related parties,

unless the vote is cast:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• by the Chairman of the Meeting as proxy for a person entitled to vote on the resolution in accordance with an express authorisation in the proxy form to vote as the proxy decides; or

• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board:

DAVID STONE

Company Secretary Sydney, 17 September 2021

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EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions.

The directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

ITEM 1 – FINANCIAL REPORTS

The Corporations Act requires that the financial statements of the Company and its subsidiaries (the “Group” ) and the reports of the directors and the auditor (collectively the “Financial Reports” ) be laid before the Annual General Meeting. The Corporations Act does not require a vote of shareholders at the Annual General Meeting on such reports or statements.

The Annual Report is available on the Company’s internet site (www.evt.com). Shareholders who have specifically requested a hard copy of the Annual Report will receive it in the mail. Shareholders who have not specifically requested a hard copy of the Annual Report but would like to do so should contact the share registry on 1300 850 505.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions in relation to the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company’s auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the Independent Auditor’s Report, the accounting policies adopted by the Group in relation to the preparation of its financial statements, and the independence of the auditor in relation to the conduct of the audit.

ITEM 2 – REMUNERATION REPORT

The remuneration report is set out on pages 24 to 34 of the 2021 Annual Report. It is also available on the Company’s internet site (www.evt.com). The remuneration report:

• explains the structure of, and rationale behind, the Group’s remuneration practices and the link between the remuneration of the Group’s key management personnel and the Group’s performance;

• sets out remuneration details for each director of the Company and for each member of the Group’s senior executive team who were key management personnel during the year; and

• makes clear that the basis for remunerating non‐executive directors is distinct from the basis for remunerating executives, including the executive director.

Board recommendation

The Board recommends that shareholders vote in favour of Item 2.

ITEMS 3 AND 4 – RE‐ELECTION OF DIRECTORS

Mr Alan Graham Rydge

Mr Alan Graham Rydge, a non‐executive director, retires by rotation in accordance with rule 8.1(d) of the Constitution.

A profile of Mr Rydge is included on page 2 of the 2021 Annual Report and is also set out below.

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Experience and directorships

Mr Rydge is a company director with more than 50 years’ experience in the film, hospitality, leisure and tourism industries. Mr Rydge joined the Greater Union group in 1971, has been a director of the Company since 1978 and Chairman since 1980, and was formerly the Group Managing Director. Mr Rydge is also a director and chairman of Carlton Investments Limited, an ASX‐listed company, and is chairman of Alphoeb Pty Limited and Enbeear Pty Limited.

Mr Rydge is not considered an independent director as he is a substantial shareholder of the Company. Mr Rydge was previously Chairman and Managing Director of the Company until retiring from the position of Managing Director on 31 December 2001. The Board has determined that the chairmanship of Mr Rydge is of significant benefit to the Company and Group due to his long standing contribution to, and association with, the Company and extensive knowledge of the film, hospitality, leisure and tourism industries. Mr Rydge has been non‐executive Chairman since 1 January 2002.

As part of its ongoing performance review process, the Board considered Mr Rydge’s contribution to the Board and strongly supports the re‐election of Mr Rydge as a director of the Company.

Board recommendation

For the reasons summarised above, the Board (Mr Rydge abstaining) recommends that shareholders vote in favour of Item 3.

Mr Peter Roland Coates AO, BSc (Mining Engineering), FAICD, FAusIMM

Mr Peter Roland Coates AO, BSc (Mining Engineering), FAICD, FAusIMM, an independent non‐executive director, retires by rotation in accordance with rule 8.1(d) of the Constitution.

A profile of Mr Coates is included on page 2 of the 2021 Annual Report and is also set out below:

Experience and directorships

Mr Coates has been a director of the Company since 2009. He is a non‐executive director of Glencore plc and has more than 50 years of resource industry experience including as CEO of Xstrata and Glencore’s global coal business until his retirement in December 2007.

Mr Coates was a past non‐executive chairman of Santos Ltd, Sphere Minerals Limited and Minara Resources Ltd, and a past Chairman of the Minerals Council of Australia, NSW Minerals Council and Australian Coal Association. He was appointed to the Office of the Order of Australia in 2009 and awarded the Australasian Institute of Mining and Metallurgy Medal in 2011.

Mr Coates has extensive experience in governing and overseeing other large and complex organisations, including as a company director and chairman. The Board highly values his contribution and his demonstrated commitment and dedication to his role as a non‐executive director of the Company and as the Lead Independent Director.

As part of its ongoing performance review process, the Board considered Mr Coates’ contribution to the Board and strongly supports the re‐election of Mr Coates as a director of the Company.

The Board acknowledges that Mr Coates has served as a director for 12 years. The Board considers tenure as part of the ongoing performance review for all independent directors. The Board considers that Mr Coates continues to demonstrate strong independence of mind, judgement and leadership on issues brought before the Board.

Board recommendation

For the reasons summarised above, the Board (Mr Coates abstaining) recommends that shareholders vote in favour of Item 4.

ITEM 5 – AWARD OF PERFORMANCE RIGHTS TO THE CHIEF EXECUTIVE OFFICER

Shareholder approval is sought for the award of up to 200,000 performance rights to the Chief Executive Officer (“ CEO ”), Ms Jane Hastings, under the Company’s long term incentive arrangements on the terms set out below.

Background and key terms of the Plan

The EVENT Hospitality & Entertainment Limited Executive Performance Rights Plan (the “ Plan ”) was approved by shareholders at the Company’s Annual General Meeting held on 25 October 2013. The Plan provides an incentive for executives to achieve above average performance over the medium to long term in the Group’s businesses, which will be reflected in higher Group earnings and growth rates.

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The Board believes that long term incentives form a key part of remuneration for executives and assist to align the interests of executives with the longer term interests of shareholders and has previously awarded long term incentives to certain senior executives on similar terms to those set out below. The Board considers that it is important that the remuneration of the CEO and members of the senior executive team, including any long term incentive, be on similar terms to ensure a co‐ordinated and consistent approach.

Performance rights (“ Rights ”) are rights to receive shares in the Company in the future, subject to meeting performance hurdles specified by the Board. The Company uses Rights because they create share price alignment between executives and ordinary shareholders but do not provide the executives with the full benefits of share ownership (such as dividend and voting rights) unless and until the Rights vest.

Ms Hastings is a director of the Company and approval is being sought under ASX Listing Rule 10.14, which provides that a listed company must not issue shares to a director under an employee incentive scheme unless it obtains the approval of its shareholders. The Company is seeking shareholder approval for the purposes of Listing Rule 10.14 so that the Company is able to issue shares to Ms Hastings if the applicable Rights vest.

Performance Hurdles

The performance criteria to apply to the award of Rights is based on earnings per share (“ EPS ”) performance of the company as determined by the Board for the year ending 30 June 2024. The EPS hurdle will require that the Company’s EPS for the year ending 30 June 2024 must be equal to or greater than the target set by the Board. The hurdle is as follows:

• (a) if EPS for the year ending 30 June 2024 is less than the Threshold target, no Rights will vest;

• (b) if EPS for the year ending 30 June 2024 is equal to or greater than the Threshold target, but less than the Stretch target, the proportion of Rights vesting will be increased on a pro‐rata basis between 50% and 100%; or

• (c) if EPS for the year ending 30 June 2024 is equal to or greater than the Stretch target, all of the Rights will vest.

Due to the level of uncertainty in the current environment as a result of COVID‐19 and government‐imposed restrictions, the Threshold and Stretch targets to apply to the EPS hurdle cannot be set at this time.

Subject to further COVID‐19 related developments, it is expected that the Threshold and Stretch EPS targets for the year ending 30 June 2024 will be determined by the Board by no later than 30 June 2022.

To ensure full transparency, once the targets have been set, they will be disclosed in the remuneration report. In the past three years, no long term incentive awards have vested for the CEO, which demonstrates the Board’s proven track record of setting challenging targets.

The Board retains the discretion to vary the performance hurdles and criteria. Following the Board’s assessment at the end of the Performance Period, any Rights that remain unvested will automatically lapse.

Additional information provided in accordance with the ASX Listing Rules

Only executives are eligible to participate in the Company’s long term incentive arrangements, which include the Plan. Ms Jane Hastings is currently the Company’s only executive director and accordingly, she is the only director entitled to participate in the Plan.

It is proposed that Ms Hastings be awarded a total of up to 200,000 Rights. The award number of 200,000 Rights is the total maximum number of Rights that may be issued to Ms Hastings, and does not necessarily represent the number that will be issued.

The actual number of Rights awarded to Ms Hastings will be calculated in accordance with the following formula:

Formula: Y% of Fixed Remuneration X = P

Where:

X = total number of Rights awarded (up to the total maximum number of 200,000 Rights);

Y = maximum long term incentive performance‐based percentage, as approved annually at the Board's discretion. Ms Hastings’ current maximum long term incentive performance‐based percentage is 100%;

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Fixed Remuneration = cash or base salary, superannuation contributions and any salary sacrifice components. Ms Hastings’ current Fixed Remuneration is $1,550,000;

P = the volume weighted average share price of the Company's shares over a 20 day trading period, as determined at the Board's discretion.

Ms Hastings will not be required to pay any consideration on issue of the Rights or when they vest. There is no loan to Ms Hastings in connection with the Rights. The Board will make such adjustments to Ms Hastings’ Rights as the Board considers appropriate in order to minimise or eliminate any material advantage or disadvantage to Ms Hastings resulting from a corporate action such as a capital raising or capital reconstruction.

If approved by shareholders, the Board will determine the timing of the award and the number of Rights awarded (based on the formula above and up to the maximum number approved by shareholders) following recommendations by the Nomination and Remuneration Committee and subject to the Group’s senior executive remuneration policy. In any case, the Company will issue the Rights no later than 12 months after the 2021 Annual General Meeting.

If the proposed award is not approved by shareholders, the Board will consider alternative arrangements to appropriately remunerate and incentivise Ms Hastings.

If Ms Hastings ceases to be employed by the Group during the Performance Period, the Rights will only vest in limited circumstances, and subject to the requirements of the Corporations Act and ASX Listing Rules. In addition, the Board has discretion to determine that some or all of the unvested Rights will vest if there is a takeover or other similar event. The Plan can be amended by the Board, subject to the Listing Rules.

Where in the opinion of the Board, the CEO is in breach of her obligations to the Company, there is a material financial statement, or the Company is required by or entitled to under law or Company policy to reclaim overpaid bonuses or payments from the CEO, the Board may determine a treatment such that the CEO does not obtain any unfair benefits.

The total number of Rights previously awarded to Ms Hastings under the Plan is 474,870. All of these Rights were awarded to Ms Hastings for no consideration as part of her remuneration. Awards to Ms Hastings under the Plan in the past three years are set out in the table below.

out in the table below.
Date of approval at Annual General Meeting	Number of Rights approved	Number of Rights issued	Date Rights awarded	Performance Period
23 October 2020	250,000	159,236	18 February 2021	30 June 2020 to 30 June 2023
18 October 2019	150,000	113,637	20 February 2020	30 June 2019 to 30 June 2022
19 October 2018	120,000	88,957	21 February 2019	30 June 2018 to 30 June 2021

The Rights in the table above remain unvested at the date of this Notice of Meeting and will be subject to testing in respect of the relevant performance criteria following the respective Performance Periods.

Details of Ms Hastings’ current total remuneration package are set out below:

Remuneration component	Amount
Fixed Remuneration	$1,550,000
Short Term Incentive	Maximum of 110% of Fixed Remuneration
Long Term Incentive	Current maximum of 100% of Fixed Remuneration

Further details of Ms Hastings’ remuneration for the year ended 30 June 2021 are included within the remuneration report in the 2021 Annual Report.

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Details of any Rights issued under the Plan will be published in the Company’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 the Plan after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.

Board recommendation

Each of the non‐executive directors of the Company recommends that shareholders vote in favour of Item 5.

ITEM 6 – RECOGNITION AND RETENTION INCENTIVE AWARD TO THE CHIEF EXECUTIVE OFFICER

Shareholder approval is sought for the Recognition and Retention Incentive Award to the CEO, Ms Jane Hastings, on the terms set out below.

Background

In response to the impact of COVID‐19, a number of temporary adjustments were made to CEO and senior management remuneration arrangements, including, in the case of the CEO, a voluntary reduction in fixed annual remuneration of $200,000 from 1 April 2020 which continued for all of the year ended 30 June 2021, and the non‐payment of short term incentives for two consecutive years even though personal targets were achieved.

The Board is acutely aware of the importance of maintaining a strong management team during this current difficult period and fully recognises the extra effort and leadership that is required to ensure that the company comes through this crisis in a position of strength, ready to take full advantage of the opportunities that will present themselves during the recovery.

In this context, taking into account the remuneration forgone by the CEO, and considering that the Group’s 2017 and 2018 plans did not vest and that the 2019 plan is unlikely to vest, the Board (Ms Hastings abstaining) considers it essential that the Recognition and Retention Incentive Award approved at last year’s AGM be extended and has resolved to seek shareholder approval for this additional award.

The award has been designed to recognise the additional effort required from the CEO during the challenging COVID‐19 environment, and the importance of retaining the CEO during this critical period. The award will be delivered in Rights and will remain restricted for three years to further support the alignment of CEO remuneration and shareholder interests. Rights were chosen because they create share price alignment between executives and ordinary shareholders but do not provide the executives with the full benefits of share ownership (such as dividend and voting rights) unless and until the Rights vest.

Proposed terms

Value

The Board has proposed an overall award target value for the CEO of $775,000.

Vesting

The award will vest in two tranches as follows:

Tranche 1: 60% of the grant value will vest after the release of the Group’s results for the year ending 30 June 2022. Tranche 2: The remaining 40% will vest after the release of the Group’s results for the year ending 30 June 2023.

The Board is seeking shareholder approval so that, following vesting, the Board can determine to convert the award from its cash value into a grant of Rights under the Executive Performance Rights Plan.

The number of Rights to be granted to the CEO will be based on the 20‐day volume weighted average price of the Company’s shares traded on the ASX following the release of the annual results in the year of vesting. The Company will issue the Rights as soon as practicable after the relevant vesting date and in any event no later than 3 years after the 2021 Annual General Meeting.

Rights will not have any further vesting conditions but will be subject to lapse and forfeiture provisions as set out in the Plan Rules

Exercise of Rights

Rights granted on vesting of the Recognition and Retention Incentive Award will be exercisable by the CEO following an exercise restriction period.

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The exercise restriction period is two years after vesting for Tranche 1, and one year after vesting for Tranche 2. All Rights will be exercisable into shares following the release of the Company’s full year results in 2024. Rights become exercisable for a period of two years, at the end of which they expire.

For each vested Right that the CEO exercises, the Company will generally provide the CEO a fully paid ordinary share in the Company. However, the Board retains a discretion to settle exercised Rights in cash by paying the CEO an amount equal to the value of the shares that the CEO would have received had the Board settled the Rights in shares.

Voting and dividend rights

Rights carry no entitlement to voting or to receive dividends or distributions until shares are acquired on exercise of vested Rights. However, vested Rights will have an entitlement to dividend equivalents paid in cash at the same time the Company pays any cash dividends or distributions for shareholders during the period commencing from the relevant vesting date until the vested Rights are exercised.

Cessation of employment

If before the relevant vesting date, the CEO resigns or is terminated for cause, the CEO will forfeit the unvested portion of her award. If the CEO ceases employment for any other reason (including separation by mutual agreement), the Board will have discretion to forfeit the unvested portion of her award.

The CEO will have 90 days post‐termination to exercise any Rights that have vested. However, where the CEO is terminated for cause, the malus and clawback provisions under the Plan will apply.

Additional information provided in accordance with the ASX Listing Rules

The additional information required by ASX Listing Rule 10.15 in relation to material terms of the Plan, the CEO’s total remuneration package, and securities previously issued to the CEO under the Plan is set out in the Explanatory Notes to Item 5 above.

Only executives are eligible to participate in the Company’s long term incentive arrangements, which include the Recognition and Retention Incentive. Ms Hastings is currently the Company’s only executive director and accordingly, she is the only director entitled to participate in the Recognition and Retention Incentive Award.

Ms Hastings will not be required to pay any consideration on issue of the Rights or when they vest. There is no loan to Ms Hastings in connection with the Rights. The Board will make such adjustments to Ms Hastings’ Rights as the Board considers appropriate in order to minimise or eliminate any material advantage or disadvantage to Ms Hastings resulting from a corporate action such as a capital raising or capital reconstruction.

Approval is being sought under ASX Listing Rule 10.14, which is summarised in the Explanatory Notes to Item 5. If approval is obtained, the Company will be able to issue shares to the CEO if her Rights vest and are exercised. If the proposed award is not approved by shareholders, the Board will consider alternative arrangements to appropriately remunerate and incentivise Ms Hastings.

The Board has discretion to determine that some or all of the unvested Rights will vest if there is a takeover or other similar event. The Plan can be amended by the Board, subject to the Listing Rules.

It is expected that Rights will be awarded to Ms Hastings before the Meeting in satisfaction of the vesting of Tranche 1 of last year’s Recognition and Retention Incentive Award. The number of Rights allocated to Ms Hastings will be calculated in accordance with the terms approved by shareholders at the 2020 Annual General Meeting. The Rights will be awarded to Ms Hastings for no consideration as part of her remuneration pursuant to the shareholder approval obtained at the 2020 Annual General Meeting.

Details of any Rights issued under the Plan will be published in the Company’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 the Plan after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.

Board recommendation

Each of the non‐executive directors of the Company recommends that shareholders vote in favour of Item 6.

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PARTICIPATING VIA THE ONLINE PLATFORM

Shareholders and proxyholders may view the Meeting, vote, ask questions and make comments in real‐time using the online platform. To use the online platform you will require a computer, tablet or mobile device with an internet connection.

Shareholders and proxyholders may participate in the Meeting online at https://web.lumiagm.com/327710019. It is recommended that shareholders and proxyholders login to the online platform at least 15 minutes prior to the scheduled start time for the Meeting.

More information about online participation in the Meeting is available in the Online Guide at: www.computershare.com.au/virtualmeetingguide.

TECHNICAL DIFFICULTIES

Technical difficulties may arise during the course of the Meeting. The Chairman has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

For this reason, even if you plan to participate in the Meeting online, we encourage you to submit a directed proxy vote so that your vote will be counted if for any reason you cannot vote on the day.

VOTING ENTITLEMENTS

Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the Share Register at 7pm (Sydney time) on Wednesday 20 October 2021. Accordingly, share transfers registered after that time will be disregarded in determining entitlement to vote at the Meeting.

PROXIES

• A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company.

• A proxy may be an individual or body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative.

• If such evidence is not received prior to the Meeting, the body corporate (through its representative) will not be permitted to act as a proxy.

• All resolutions will be decided on a poll. On a poll, shareholders have one vote for every fully paid ordinary share held.

• If a shareholder is entitled to cast two or more votes, they may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If it is desired to appoint two proxies, then shareholders should follow the instructions specified on the proxy form.

• If a shareholder appoints more than one proxy, both proxies may only exercise votes on a poll in respect of the shares or voting rights that they represent.

• A body corporate representative must present satisfactory evidence of his or her appointment prior to the Meeting, unless previously lodged with the share registry of the Company.

• A shareholder may appoint the Chairman of the Meeting as their proxy by nominating him in the proxy form. If a shareholder returns their proxy form but does not nominate the identity of their proxy, the Chairman of the Meeting will automatically be appointed as their proxy. If a shareholder returns their proxy form but their nominated proxy does not attend the Meeting, then their proxy will revert to the Chairman of the Meeting. If a shareholder’s nominated proxy is either not recorded as attending the Meeting or does not vote on a resolution in accordance with the shareholder’s directions, the Chairman of the Meeting is taken, before voting on the resolution closes, to have been appointed as the shareholder’s proxy for the purposes of voting on the resolution.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL (“KMP”)

If a shareholder appoints a KMP (which includes each of the directors) or one of their closely related parties as their proxy, the proxy will not be able to cast the shareholder’s votes on Items 2, 5 and 6, unless the shareholder directs them how to vote or the Chairman of the Meeting is the shareholder’s proxy. If a shareholder appoints the Chairman of the Meeting as their proxy or the Chairman of the Meeting is appointed as the shareholder’s proxy by default, but the shareholder does not mark a voting box for on Items 2, 5 or 6, then by completing and submitting the proxy form the shareholder will be expressly authorising the Chairman of the Meeting to exercise the proxy even though the relevant Item is connected with the remuneration of the KMP.

The Chairman of the Meeting intends to vote all available proxies in favour of all Items of business.

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SUBMITTING PROXY FORMS

The Proxy Form (which accompanies this Notice of Meeting) can be submitted to the share registry of the Company, Computershare Investor Services Pty Limited:

• by mail to Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria 3001 Australia;

• by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);

• online at www.investorvote.com.au; or

• online at www.intermediaryonline.com (for Intermediary Online subscribers only).

In order to be effective, Proxy Forms must be received not later than 48 hours before the commencement of the meeting, that is no later than 10am (Sydney time) on Wednesday 20 October 2021 . If the appointment of a proxy is signed by the appointor’s attorney, the original authority under which the appointment was signed or a certified copy of the authority must also accompany the Proxy Form (unless this has previously been provided to the share registry).

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act , shareholders will be given a reasonable opportunity at the Meeting to ask questions about or to make comments on the management of the Company or the Group.

Similarly, a reasonable opportunity will be given to shareholders to ask the Group’s external auditor, KPMG, questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Independent Auditor’s Report;

• (c) the accounting policies adopted by the Company and Group in relation to the preparation of its financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.

Shareholders and proxyholders may view the Meeting, vote, ask questions and make comments in real‐time using the online platform.

Shareholders and proxyholders may submit questions to the directors in advance of the Meeting by submitting an online question at www.investorvote.com.au or by mail to the Company Secretary, GPO Box 1609, Sydney NSW 2001.

Shareholders and proxyholders may also submit written questions to KPMG in advance of the Meeting at www.investorvote.com.au or by mail to the Company Secretary, GPO Box 1609, Sydney NSW 2001. Written questions for KPMG must be relevant to the content of the KPMG Independent Auditor’s Report or the conduct of its audit of the Company or the Group’s financial statements for the year ended 30 June 2021, and must be received no later than 5:00pm (Sydney time) on Friday 15 October 2021.

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

EVT

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AEDT) on Wednesday, 20 October 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Appointing the Chairman as proxy: If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you leave Step 1 blank, or your named proxy does not attend the meeting or does not vote on a poll on a resolution in accordance with your instructions, the Chairman of the Meeting will be your proxy in respect of that resolution.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to participate in the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Voting restrictions for Key Management Personnel (KMP): Please note that if you appoint a member of the KMP (which includes each of the directors) or one of their closely related parties as your proxy, they will not be able to cast your votes on Items 2, 5 or 6, unless you direct them how to vote or the Chairman of the Meeting is your proxy. If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Items 2, 5 or 6, then by signing and returning the proxy form, you will be expressly authorising the Chairman of the Meeting to exercise your proxy in respect of the relevant Item, even though the Item is connected with the remuneration of the KMP.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Online:

Lodge your proxy form online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of EVENT Hospitality & Entertainment Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of EVENT Hospitality & Entertainment Limited to be held online on Friday, 22 October 2021 at 10:00 AM (AEDT) and at any relocation, adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), by returning this form I/we expressly authorise the Chairman to exercise my/our proxy on Items 2, 5 and 6 (except where I/we have indicated a different voting intention in step 2) even though Items 2, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2, 5 and 6 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Item 2 To adopt the remuneration report for the year ended 30 June 2021
	Item 3 To re-elect Mr Alan Graham Rydge as a director of the Company
	Item 4 To re-elect Mr Peter Roland Coates as a director of the Company
	Item 5 Award of Rights to the Chief Executive Officer
	Item 6 Recognition and Retention Incentive Award to the Chief Executive Officer

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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