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EVZ LIMITED — AGM Information 2020
Oct 19, 2020
64889_rns_2020-10-19_0a0ea8fe-1a60-4ecb-8b31-629ae9631b86.pdf
AGM Information
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ABN 87 010 550 357
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EVZ Limited
Notice of Annual General Meeting and Explanatory Notes
Date of Meeting: 20[th] November 2020 Time of Meeting: 10.00am, Melbourne time Place of Meeting: Zoom webcast at https://us02web.zoom.us/j/82155631960
This Notice of Annual General Meeting, Explanatory Notes and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional advisers.
Given the current environment created by the coronavirus pandemic, the Annual General Meeting will be held virtually. We strongly encourage that all Shareholders plan to vote by proxy and/or participate in the Meeting online.
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ABN 87 010 550 357
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EVZ Limited
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the members of EVZ Limited ACN 010 550 357 (“Company”) will be held virtually as follows:
Date of Meeting: 20[th] November 2020 Time of Meeting: 10am, Melbourne time Webcast Link: https://us02web.zoom.us/j/82155631960
Business of the meeting:
Annual Financial Report
The first item of the Notice deals with the presentation of the consolidated Annual Financial Report of the Company for the financial year ended 30 June 2020.
Note: No resolution is required to be moved in respect of this item as there is no requirement for Shareholders to approve the annual financial report.
Resolution 1:
Adoption of remuneration report
To consider and (if thought fit) to pass, with or without modification, the following resolution as an ordinary resolution :
"That, in accordance with section 250R(2) of the Corporations Act, the remuneration report be adopted."
- Voting exclusion statement Adoption of remuneration report:
A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
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a) a member of the Key Management Personnel whose remuneration details are included in the remuneration report; or
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b) a closely related party of such a member.
However, a person described above may vote on this resolution if the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above and either:
- the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this resolution; or
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the person so appointed is the Chairperson and the appointment:
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a. does not specify how the proxy is to vote on this resolution; and b. authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 2:
Re-election of director – Mr Graham Burns
To consider and (if thought fit) to pass, with or without modification, the following resolution as an ordinary resolution :
"That Mr Graham Burns, having retired in accordance with the Constitution, being eligible and offering himself for re-election, be re-elected as a director."
Resolution 3:
Special resolution to approve an additional 10% placement capacity
To consider and (if thought fit) to pass, with or without modification, the following resolution as a special resolution :
“Resolved, as a special resolution, that the Company have the additional capacity to issue equity securities provided for in Listing Rule 7.1A.”
Note: this Resolution is a special resolution and can only be passed if at least 75% of the votes cast, during the Meeting or by proxy, by members who are entitled to vote on the Resolution, are in favour of the Resolution.
Dated: 19 October 2020 By order of the Board of EVZ Limited:
Pieter van der Wal Company Secretary
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Further information How to vote
1. Voting in person
Ordinarily, Shareholders would be able to participate in the Meeting of the Company by attending and voting in person at the Meeting venue.
However, due to the current exceptional and uncertain circumstances, and with the health, wellbeing of Shareholders, employees and the broader community in mind, the Annual General Meeting will be held virtually at: https://us02web.zoom.us/j/82155631960
Online voting during the Meeting will be handled during a separate application (see paragraph 6 below for further details).
2. All resolutions by poll
Under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, all votes will be taken on a Poll.
3. Voting by corporate representative
A Shareholder or proxy that is a corporation may appoint an individual to act as its representative to vote at the Meeting, in accordance with section 250D of the Corporations Act. The representative should submit evidence of his or her appointment, including any authority under which the appointment is signed, by emailing [email protected]. This form may be obtained from the Company’s share registry.
4. Voting by proxy
If you are unable to or do not wish to attend the virtual Meeting, you may appoint a proxy to attend and vote on your behalf. A body corporate may also appoint a proxy. A proxy need not be a Shareholder.
To be valid, your proxy form (and any power of attorney under which it is signed) must be received at the address given below by 10:00am (Melbourne time) on Wednesday 18 November 2020. Any proxy form received after that time will not be valid for the Meeting.
5. Where to vote
Online At www.investorvote.com.au By mail Share Registry Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your proxy form and follow the prompts Custodian For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions
6. Voting using the online platform during the Meeting
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Due to the virtual nature of the Meeting, Computershare will facilitate voting during the Meeting via an application downloadable on your desktop or any other mobile device. If you wish to cast your vote during the Meeting, please follow the steps below:
Step 1: Visit https://web.lumiagm.com/ on your desktop or mobile device. Meeting ID “ 306-072-239 ”.
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Step 2: Enter username (SRN or HIN) and Password (Postcode or Country Code) Step 3: When the poll is open, the vote icon will be accessible by selecting the voting icon at the top of your screen.
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Step 4: Select your voting option (For/Against/Abstain) for each resolution. A message will appear at the top of the screen indicating the number of resolutions that you have voted on.
At the close of the Meeting, any votes you have placed will automatically be submitted to the registry.
7. Eligibility to attend and vote
The Directors have determined that, for the purpose of voting at the Meeting, members eligible are those persons who are registered holders of Shares at 7:00pm (Melbourne time) on Wednesday 18 November 2020.
8. Annual report
In line with the Company’s environmental policy and the virtual nature of this year’s Annual General Meeting, the Company has made the decision to cease printing and distribution of hard copy Annual Reports for the year ending 30 June 2020 and future years.
Shareholders can access an electronic copy of the Financial Report on the Company’s website: http://www.evz.com.au/ or via the announcement platform on the ASX website.
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ABN 87 010 550 357
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EVZ Limited
Explanatory Notes
Introduction
The following information provides a detailed explanation on each Resolution set out in the Notice of Annual General Meeting.
The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.
Annual Financial report
In line with the Company’s environmental policy and the virtual nature of this year’s Annual General Meeting, the Company has made the decision to cease printing and distribution of hard copy Annual Reports for the year ending 30 June 2020 and future years.
Shareholders can access an electronic copy of the Financial Report on the Company’s website: http://www.evz.com.au/ or via the announcement platform on the ASX website.
Shareholders should consider the Financial Report and will be given the opportunity at the meeting to ask questions of the Board of Directors and the Auditor on matters contained in the Financial Report.
Resolution 1 – Adoption of remuneration report
In accordance with section 250R(2) of the Corporations Act, the Company is required to put the remuneration report to a vote of Shareholders.
The remuneration report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and other Key Management Personnel and sets out the details of any share-based compensation.
The vote on this resolution is advisory only and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass this resolution will not require the Directors to alter any of the arrangements in the remuneration report. Directors will however consider the outcome of the vote and any comments made by Shareholders on the remuneration report when setting the Company's remuneration policy for future financial years.
Under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the remuneration report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).
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Under the Two Strikes Rule, where a resolution on the remuneration report receives a 'no' vote of 25% or more 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) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
At the Company’s 2019 Annual General Meeting the remuneration report was approved by over 75% of Shareholders present and voting.
Accordingly, if the remuneration report receives a 'no' vote of 25% or more at this meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.
The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the remuneration report.
The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.
Resolution 2 – Re-election of Mr Graham Burns as a Director
Clause 20.2 of the Company’s Constitution requires one third of the Directors (other than the Managing Director) to retire from office at each annual general meeting. The Director to retire is the Director who have been longest in office since their last election at the date of the Meeting. Where Directors have been in office an equal length of time, they may agree on which Director will retire by rotation.
A Director who retires by rotation under clause 20.2 of the Constitution is eligible for reelection.
Mr Burns, being the longest in office since his last election, retires by rotation and being eligible, has offered himself for re-election.
Mr Burns, age 65, has extensive managerial skills and experience in the property, retail and manufacturing sectors. He is currently the Chief Executive of Hunter Land which is a significant industrial developer in New South Wales.
Mr Burns holds a Master of Business Administration in Technology from the Australian Graduate School of Management and is a fellow of the Institute of Company Directors.
The Directors (other than Mr Burns) unanimously recommend that Shareholders vote in favour of Resolution 2.
The Chair intends to vote undirected proxies in favour of Resolution 2.
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Resolution 3 - Special resolution to approve an additional 10% placement capacity
The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (available on the ASX website at www.asx.com.au).
ASX Listing Rule 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% for the 12 months following that meeting.
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without further Shareholder approval ( 10% Placement Facility ).
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.
Description of Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.
(b) Class of Equity Securities
An Equity Security issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The
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Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being the Shares (ASX Code: EVZ).
(c) Formula for calculating 10% Placement Facility
ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:
(A x D) – E
Where:
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A = The number of fully paid ordinary shares on issue at the commencement of the 12 months immediately preceding the date of issue or agreement to issue (the relevant period):
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plus the number of fully paid ordinary securities issued in the relevant period under an exception to ASX Listing Rule 7.2 other than exception 9, 16 or 17;
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plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:
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the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
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the issue of, or agreement to issue the convertible securities was approved or taken under the Listing Rules to have been approved under ASX Listing Rule 7.1 or 7.4;
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plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
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the agreement was entered into before the commencement of the relevant period; or
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the agreement or issue was approved, or taken under the Listing Rules to have been approved, under ASX Listing Rule 7.1 or 7.4;
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plus the number of fully paid ordinary securities issued in the relevant period with shareholder approval under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
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plus the number of partly paid ordinary securities that became fully paid in the relevant period;
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less the number of fully paid ordinary securities cancelled in the relevant period.
Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.
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D = 10%
- E = the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4.
Specific information required by Listing Rule 7.3A
The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.3A:
(a) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price (“VWAP”) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:
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the date on which the price at which the Equity Securities are to be issued is agreed; or
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if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.
(b) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:
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the date that is 12 months after the date of the annual general meeting at which the approval is obtained (which, in the case of Resolution 3 will be 20 November 2020);
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the time and date of the Company’s 2021 annual general meeting; or
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the time and date of the approval by Shareholders of ordinary securities of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), ( 10% Placement Period ).
(c) Risk of Voting Dilution
If Resolution 3 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, existing Shareholders’ voting power in the Company will be diluted as shown in the table below. Current Shareholders should be aware that there is a risk for of economic and voting dilution that may result from an issue of Equity Securities under the 10% Placement Facility, including the risk that:
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the market price for the Company’s Equity Securities may be significantly lower on the date of the issue than on the date of the meeting where approval is sought (i.e. the date of the Meeting); and
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the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the issue date,
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which may have an effect on the amount of funds raised by the issue of the Equity Securities.
Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.
The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 on the basis of the market price of Shares (as at close of trade on 9 October 2020 (“Issue Price”)) and the current number of Shares on issue as at the date of this Notice of Meeting.
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----- Start of picture text -----
Number of Dilution
Shares on
$0.045 $0.09 $0.18
issue:
Variable
"A" in
50% decrease Issue Price 100% increase
ASX
in Issue Price in Issue Price
Listing
Rule 7.1A.2
Current 10% voting 9,611,673 9,611,673 9,611,673
Variable A dilution
(shares)
Funds raised $432,525.30 $865,050.61 $1,730,101.21
96,116,734
50% 10% voting 14,417,510 14,417,510 14,417,510
increase in dilution
current (shares)
Variable A
Funds raised $648,787.95 $1,297,575.91 $2,595,151.82
144,175,101
100% 10% voting 19,223,347 19,223,347 19,223,347
increase in dilution
current (shares)
Variable A
Funds raised $865,050.61 $1,730,101.21 $3,460,202.42
192,233,468
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This table has been prepared on the following assumptions:
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The Company issues the maximum number of equity securities available under the 10% Placement Facility.
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No Options are exercised into Shares before the date of the issue of the Equity Securities.
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The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
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The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1.
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The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
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At the date of this Notice, there are currently 96,116,734 Shares on issue.
(d) Expiry of approval
The Company will only issue and allow the Equity Securities during the 10% Placement Period detailed in paragraph (b).
(e) Purpose of new issues
Any Equity Securities issued under the 10% Placement Facility will be issued for cash consideration. The Company currently has no plans to use the 10% Placement Facility. This Resolution is put to members so that the Company retains a high level of capital raising flexibility in managing future capital requirements.
The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
(f) Allocation Policy
The allottees of the Equity Securities to be issued under the 10% Placement Facility have not yet been determined. However the allottees could consist of current Shareholders or new investors (or both).
The identity of the allottees of equity securities will be determined on a case-bycase basis having regard to the factors including, but not limited to, the following:
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the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
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the effect of the issue of the equity securities on the control of the Company;
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the financial situation and solvency of the Company; and
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advice from corporate, financial and broker advisers (if applicable).
(g) Detail of new issues under Listing Rule 7.1A for previous year
The Company did not seek Shareholder approval under ASX Listing Rule 7.1A at its 2019 annual general meeting. Accordingly, during the 12 months period
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preceding the date of the Meeting, the Company has not issued any Shares under Listing Rule 7.1A.
(h) Voting Exclusion Statement
As at the date of this Notice of Meeting, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A2. Accordingly, there is no exclusion statement in respect of Resolution 3.
Recommendation
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders at the Meeting (whether voting online, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.
The Chair intends to vote undirected proxies in favour of Resolution 3.
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Schedule 1 – Glossary
In the Notice of Meeting and the Explanatory Notes the following defined terms have the following meanings:
Annual General Meeting or Meeting means the annual general meeting of Shareholders convened by this Notice of Meeting.
ASIC means Australian Securities and Investments Commission. Associate has the meaning given in the Listing Rules.
ASX means ASX Limited or the securities exchange market operated by it, as the context requires.
Board means the board of Directors of the Company. Business Days means a day that is not a Saturday, Sunday, bank holiday or public holiday in Melbourne, Australia.
Chair or Chairman means the chairman of the Annual General Meeting.
Closely Related Party of a member of the Key Management Personnel means:
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i. a spouse or child of the member;
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ii. a child of the member's spouse;
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iii. a dependent of the member or members' spouse;
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iv. anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;
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v. a company the member controls; or
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vi. a person prescribed by the Corporations Regulations 2001 (Cth).
Company and EVZ means EVZ Limited ACN 010 550 357. Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Securities has the meaning given in the Listing Rules. Explanatory Notes means these explanatory notes. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those 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 listing rules of the ASX. Notice of Meeting or Notice means the notice of Annual General Meeting, which accompanies these Explanatory Notes. Related Party has the meaning given in the Listing Rules. Resolution means a resolution contained 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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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
EVZ 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, 18 November 2020.
EVZ Limited Annual General Meeting
This year, as part of the Australian Government’s response to the Coronavirus crisis, temporary modifications have been made to the Corporations Act 2001 under the
Corporations (Coronavirus Economic Response) Determination (No.3) 2020 . These modifications allow notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.
Meeting date and location:
The Annual General Meeting of EVZ Limited will be a virtual meeting, which will be conducted online on Friday, 20 November 2020 at 10:00 AM (AEDT).
Attending the meeting online:
If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time.
Webcast and Questions
To view the live webcast and ask questions online you will need to visit https://us02web.zoom.us/j/82155631960
Voting
Access the meeting documents and lodge your proxy online:
Online:
Access the meeting documents and lodge your vote 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
To vote online during the meeting you will need to visit web.lumiagm.com/306072239 on your smartphone, tablet or computer.
You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online please view the online meeting user guide at http://www.computershare.com.au/onlinevotingguide
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
Samples/000001/000001
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Need assistance?
Phone:
1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00 AM (AEDT) on Wednesday, 18 November 2020.
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.
Online:
APPOINTMENT OF PROXY
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 attend 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.
Lodge your vote 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: 184694
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
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.
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PARTICIPATING IN THE MEETING
Corporate Representative
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".
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
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.
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 EVZ 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 EVZ Limited to be held as a virtual meeting on Friday, 20 November 2020 at 10:00 AM (AEDT) and at any 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), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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 Resolution 1 by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box 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
| Resolution | 1 | Adoption of remuneration report | |||
|---|---|---|---|---|---|
| Resolution | 2 | Re-election of director – Mr Graham Burns | |||
| Resolution | 3 | Special resolution to approve an additional 10% placement capacity |
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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