AI assistant
EXCELSIOR CAPITAL LTD — AGM Information 2023
Oct 12, 2023
64816_rns_2023-10-12_18f3a214-7b42-4521-ac34-baa5bd5adccc.pdf
AGM Information
Open in viewerOpens in your device viewer
Excelsior Capital Limited
Meeting Documentation
Notice of Annual General Meeting and Explanatory Statement
Notice is hereby given that an Annual General Meeting of Excelsior Capital Limited will be held at:
Time: 11.00 am (AEDT)
Date: Thursday, 16 November 2023
Place: The Gallery Park Hyatt Sydney 7 Hickson Road, The Rocks Sydney, NSW, 2000
THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY.
PLEASE READ IT CAREFULLY.
This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement.
If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult with your financial or legal advisor as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please contact the Company Secretary on (+61 2) 9216 9009
|
Excelsior Capital Limited – Annual General Meeting 2023
1
Excelsior Capital Limited
Table of Contents
Notice of Annual General Meeting ------------------------------------------------------------------------- 3 Instructions on how to vote online------------------------------------------------------------------------ 3 Agenda: A. Financial Statements and Reports ---------------------------------------------------------------------- 3
B. Resolutions (1 to 3):
| 1 | Resolution One – Re-Election of Ms Leanne Catelan as a Director ------------------------------ 3 |
|---|---|
| 2 | Resolution Two – Remuneration Report ----------------------------------------------------------- 4 |
| 2 | Resolution Three – Conditional Spill --------------------------------------------------------------- 4 |
| 3 | Notes -------------------------------------------------------------------------------------------------- 6 |
| Explanatory Memorandum -------------------------------------------------------------------------------- 8 | |
| 1 | Resolution One – Re-Election of Ms Leanne Catelan as a Director ------------------------------ 9 |
| 2 | Resolution Two – Remuneration Report ----------------------------------------------------------- 9 |
| 2 | Resolution Three – Conditional Spill -------------------------------------------------------------- 10 |
| 3 | Voting Exclusions ------------------------------------------------------------------------------------ 11 |
| Glossary of Terms------------------------------------------------------------------------------------------12 | |
| Venue Location-------------------------------------------------------------------------------------------- 13 |
|
Excelsior Capital Limited – Annual General Meeting 2023
2
Excelsior Capital Limited
Notice of Annual General Meeting
ABN 98 050 542 553 Excelsior Capital Limited
Notice is given that the Annual General Meeting (AGM) of Excelsior Capital Limited (“ ECL ” or the “ Company ”) will be held at 11.00am (Sydney time) on Thursday, 16 November 2023 . ECL members are able to participate by attending the meeting in person.
Venue Location:
The Gallery Park Hyatt Sydney 7 Hickson Road, The Rocks Sydney NSW 2000
Lodging a directed proxy or direct vote in advance of the meeting can be done online at https://investorcentre.linkgroup.com. Instructions on how to vote or appoint a proxy are detailed on the back of the Proxy Form. Proxy Forms must be received no later than 11.00am (AEDT) on Tuesday, 14 November 2023 to be valid for the AGM. Proxy votes may be lodged online, or proxy form returned by mail in the enclosed reply-paid envelope or by fax on +61292870309.
AGENDA
A. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Directors’ Report, Independent Auditor’s Report and the financial statements of the Company for the year ended 30 June 2023.
Neither the Corporations Act 2021 (Cth) nor the Company’s constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.
B. RESOLUTIONS
1 Resolution One – Re-Election of Ms Leanne Catelan as a Director
To consider and, if thought fit, to pass with or without amendment, the following as an Ordinary Resolution :
‘That, Ms Leanne Catelan, Executive Director of the Company, retiring by rotation in accordance with rule 48(a) of the Constitution and ASX Listing Rules 14.4 and 14.5, and being eligible for reelection, is re-elected as a Director of the Company’.
|
Excelsior Capital Limited – Annual General Meeting 2023
3
Excelsior Capital Limited
2 Resolution Two – Remuneration Report
To consider and, if thought fit, to pass the following as a non-binding Ordinary Resolution :
‘That, pursuant to section 250R(2) of the Corporations Act and for all other purposes, the Company’s Remuneration Report for the financial year ended 30 June 2023 as set out in the Directors’ Report of the Annual Report is adopted.’
The Remuneration Report is contained in the 2023 Annual Report (available on the Company’s website at http://www.cmilimited.com.au/Investor-Centre/. Please note that in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.
VOTING EXCLUSION STATEMENT
Resolution Two – Remuneration Report
In accordance with the Corporations Act, a vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of:
-
a member of the Company’s Key Management Personnel; or
-
a Closely Related Party of the Company’s Key Management Personnel.
However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:
-
the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
-
the vote is cast by the Chairman and the appointment of the Chairman as proxy:
-
does not specify the way the proxy is to vote on the resolution; and
-
oexpressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel.
3 Resolution Three – Conditional Spill Resolution
Only if required, to consider and, if thought fit, to pass as an ordinary resolution:
-
3.1 “That, subject to and conditional on at least 25% of the votes cast on Resolution Two, being cast against the Remuneration Report:
-
(a) an extraordinary general meeting (EGM) of ECL (the Spill Meeting) be held within 90 days of the passing of this resolution;
-
(b) all of the Directors who were in office when the resolution to approve the Directors' Report for the financial year ended 30 June 2023 was passed and who remain in office at the time of the Spill Meeting (being Mr Danny Herceg, Ms Leanne Catelan and Mr Ryan Mount), cease to hold office immediately before the end of the Spill Meeting; and
-
(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting. “
| Excelsior Capital Limited – Annual General Meeting 2023
4
Excelsior Capital Limited
- 3.2 A voting exclusion applies to this resolution – see page 11 for details.
DATED this 13 October 2023
By Order of the Board
==> picture [162 x 65] intentionally omitted <==
Ryan Mount Company Secretary Excelsior Capital Limited
|
Excelsior Capital Limited – Annual General Meeting 2023
5
Excelsior Capital Limited
NOTES
-
(a) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company’s register of Shareholders as at 7pm (Sydney time) on Tuesday, 14 November 2023.
-
(b) You may vote by lodging a directed proxy or direct vote in advance of the meeting online at https://investorcentre.linkgroup.com or by proxy or attorney received by post or fax. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the Meeting. The representative should bring to the AGM a properly executed letter or document confirming its authority to act as the company’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
-
(c) A Shareholder who is entitled to attend and cast a vote online at the Meeting is entitled to appoint a proxy. The proxy need not be a Shareholder of the Company.
-
(d) Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxy votes on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.
-
(e) A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies, use a separate proxy form for each. Shareholders are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.
-
(f) You can appoint a proxy in four ways:
online (preferred) by visiting https://investorcentre.linkgroup.com. Shareholders may lodge proxy appointments by logging in at https://investorcentre.linkgroup.com and clicking on the ‘Voting’ link on the Holding Details page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form; or
by post using the reply-paid envelope to Excelsior Capital Limited, c/o Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or
by facsimile to 02 9287 0309; or
by hand to Excelsior Capital Limited, c/o Link Market Services Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150.
-
(g) The proxy form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.
-
(h) A Shareholder entitled to attend and vote online or by phone at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not
| Excelsior Capital Limited – Annual General Meeting 2023
6
Excelsior Capital Limited
themselves be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.
If the proxy form is signed by an attorney, an original certified copy of the power of attorney must be sent with the proxy form.
-
(i) To be valid, your proxy appointment must be made online or your proxy form must be received by the Company by no later than 11.00am (Sydney time) on, 14 November 2023 (being 48 hours before the commencement of the Meeting). Any proxy form received after this deadline including at the AGM will be treated as invalid unless permitted by the Board.
-
(j) If you intend to appoint the Chairman of the Meeting as your proxy without providing specific voting directions to the Chairman of the Meeting (an Open Proxy ), then by submitting the Proxy Form online you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the Key Management Personnel.
-
(k) In accordance with rule 38 of the Company’s constitution, Chairman intends to demand a poll on each of the resolutions proposed at the Meeting. Each resolution considered at the Meeting will therefore be conducted by a poll, rather than on a show of hands. The Chairman considers voting a poll to be in the interests of the Shareholders as a whole and ensures that the views of as many Shareholders as possible are represented at the Meeting.
The Chairman intends to cast all Open Proxies in FAVOUR of Resolutions 1 and 2, and AGAINST Resolution 3 (if required).
A proxy form is enclosed with this Notice of Meeting.
If you have any queries on how to cast your votes then call the Company’s share registry on 1300 554 474 during business hours.
|
Excelsior Capital Limited – Annual General Meeting 2023
7
Excelsior Capital Limited
Explanatory Memorandum
ABN 98 050 542 553 Excelsior Capital Limited
The information in this Explanatory Memorandum is provided to Shareholders of Excelsior Capital Limited (“ ECL ” or the “ Company ”) to assist Shareholders with their consideration of the resolutions to be put to the AGM.
This Explanatory Memorandum forms part of the Notice of the Company’s Annual General Meeting on Thursday, 16 November 2023 at 11:00am (Sydney time).
All Shareholders should read this Explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolutions to be put to Shareholders at the AGM.
Subject to any abstention noted below, the Directors unanimously recommend Shareholders vote in favour of Resolutions 1 and 2, and against Resolution 3 (if it is required) .
A. Financial Statements and Reports
As required by Section 317 of the Corporations Act and the Constitution, the Excelsior Capital Limited 2023 Annual Report (which includes the Financial Report, the Directors Report and the Independent Auditor’s Report) will be presented at the meeting.
All Shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2023 on the Company’s website http://www.cmilimited.com.au/Investor-Centre/.
During this item of business, Shareholders will be given a reasonable opportunity to ask questions and make comments about the reports and the business and management of the Company. Shareholders will also be given a reasonable opportunity to ask a representative of the Company’s Auditor, Hall Chadwick, questions in relation to the conduct of the audit (including the independence of the Auditor), and the accounting policies adopted by the Company.
While neither the Corporations Act nor the Company’s constitution requires a resolution in respect of the first item of the Meeting, Shareholders are asked to consider the Financial Report and raise any matters of interest with the Directors when this item is being considered. Shareholders will be provided with a reasonable opportunity at the Meeting to ask questions about, or make comments on, the Financial Reports. No resolution is required to be move in respect of this item.
|
Excelsior Capital Limited – Annual General Meeting 2023
8
Excelsior Capital Limited
B. Resolutions
1 Resolution One – Re-Election of Leanne Catelan as a Director
-
1.1 Rule 48(a) of the Constitution and the ASX Listing Rules 14.4 provide that a Director (other than the Managing Director or, if there is more than one Managing Director, the Managing Director designated by the Board to be an exempt Managing Director) may not hold office for a continuous period in excess of three years or past the third annual general meeting following the Director's appointment, whichever is the longer, without submitting for election or re-election by the Company.
-
1.2 If no Director would be required to submit for election or re-election but for the Listing Rules require that an election of a directors be held, the Constitution states the Director to retire at the AGM is the Director who has been longest in office since last election, but, as between persons who were last elected on the same day, the one to retire is (unless otherwise agree among themselves) is determined by ballot by the board. In accordance with Rule 48(b) of the Constitution and the ASX Listing Rules 14.5, Ms Leanne Catelan retires as a Director and offers herself for re-election as a Director.
-
1.3 Ms Catelan joined the Board on 31 August 2011 as a non-executive director and was last reelected at an AGM held on 30 November 2021 and subsequent Spill Meeting on 28 February 2022 and is currently an executive director of the Company.
-
1.4 Ms Catelan is a member of the Australian Institute of Company Directors. She is an experienced company director with exposure to both listed and private companies. Ms Catelan is also a director of Catelan Securities Pty Ltd, the Company's major shareholder.
The Directors unanimously recommend that Shareholders vote FOR Resolution 1.
2 Resolution Two - Remuneration Report
The Company's Remuneration Report for the financial year ended 30 June 2023 may be found in the FY23 Annual Report. In accordance with the Corporations Act, the Remuneration Report has been submitted to Shareholders for consideration and adoption.
The Remuneration Report:
-
(a) Explains the Company’s remuneration reward framework for its key management personnel;
-
(b) Discusses how the remuneration reward framework aligns reward with achievement of strategic and financial objectives and creation of value for Shareholders; and
-
(c) Sets out remuneration arrangements in place for each member of the Key Management Personnel for the Company, including the Directors.
Shareholders should note that, in accordance with section 250R(3) of the Corporations Act, the vote on Resolution 2 is advisory only and does not bind the Company or its Directors.
|
Excelsior Capital Limited – Annual General Meeting 2023
9
Excelsior Capital Limited
During consideration of the Remuneration Report, the Chairman of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or to make comments upon, the Remuneration Report.
A voting exclusion applies to Key Management Personnel and their Closely Related Parties in certain circumstances – please see the voting exclusion in the notes to Resolution 2.
Under the Corporations Act, if 25% or more of the votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution (a ‘spill’ resolution) that another meeting be held within 90 days at which all of the Company's Directors (other than a Managing Director) must stand for re-election.
As the Directors have a personal interest in the proposed Resolution 2, they make no recommendation as to how Shareholders should vote on the Resolution.
3 Resolution Three – Spill Resolution (Conditional item)
The Corporations Act includes a ‘two strikes’ rule in relation to remuneration reports. The two strikes rule provides that, if at least 25% of the votes cast on the resolution to adopt the remuneration report at two consecutive annual general meetings are against adopting the remuneration report., Shareholders will have the opportunity to vote on a Spill Resolution (described below) at the second annual general meeting.
At last year's 2022 Annual General Meeting, more than 25% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report and the Company received a “first strike”.
Resolution two is a conditional resolution and will not be required to be put to the meeting if more than 75% of votes cast on Item 1 are cast in favour of the resolution to adopt the Remuneration Report i.e. if the Company avoids a “second strike”.
If the Company is required to put the conditional spill resolution to the meeting, and the spill resolution is passed and becomes effective, it will be necessary for the Board to convene an Extraordinary General Meeting (EGM) of the Company (the Spill Meeting) to be held within 90 days of the date of the AGM in order to consider the composition of the Board. If a Spill Meeting is required, the date of the meeting will be notified to Shareholders in due course.
If the Spill Meeting is held, the following Directors will automatically vacate office at the conclusion of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that meeting:
-
Mr Danny Herceg;
-
Ms Leanne Catelan; and
-
Mr Ryan Mount.
Even if Ms Leanne Catelan is re-elected at the AGM, she will still need to be re-elected at the Spill Meeting if required to be held, to remain in office following the Spill Meeting.
|
Excelsior Capital Limited – Annual General Meeting 2023
10
Excelsior Capital Limited
When considering this resolution, the Directors suggest that Shareholders consider:
• the performance of the businesses for the year ended 30 June 2023 and the outstanding results achieved;
• potential for lost knowledge and history of the business which has been amassed by each director over the course of their directorships, and
• the additional costs of, and uncertainty and disruption caused by, convening an additional general meeting of Shareholders which the Board does not consider to be in the best interests of ECL or its Shareholders.
The Directors unanimously recommend that Shareholders vote AGAINST Resolution 3 to convene a Spill Meeting
3. Voting Exclusion Statements for Resolution 2 and Resolution 3
Resolution 2 and Resolution 3 are connected directly with the remuneration of members of ECL’s KMP. The Corporation Act restricts KMP and there closely related parties from voting on those two resolutions. A “closely related party” of a KMP is defined in the Corporation Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP. In accordance with these requirements, ECL will disregard any votes cast on the resolution 2 and resolution 3:
-
i) By or on behalf of a member of ECL’s named in the Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or
-
ii) As a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties.
ECL will not disregard votes cast on Resolution 2 and Resolution 3 if they are cast as proxy for a person entitled to vote on those Items:
-
i) in accordance with the directions on the Voting Form; or
-
ii) by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy as the proxy decides, even though Resolutions 2 and 3 are connected with the remuneration of ECL’s KMP.
|
Excelsior Capital Limited – Annual General Meeting 2023
11
Excelsior Capital Limited
Glossary of Terms
In the attached Notice of Meeting and Explanatory Memorandum the following words and expressions have the following meanings:
AEDT means Australian Eastern Daylight Time as observed in Sydney, Australia. means the 2023 Annual Report to Shareholders for the period Annual Report ended 30 June 2023. means the annual general meeting of the Company to be held on AGM or Meeting Thursday, 16 November 2023 (physical) . ASX means ASX Limited ACN 008 624 691 or the financial products market operated by it, as the context requires. Board means the board of Directors of the Company. Chairman means the Chairman of the Company as approved from time to time and includes an acting Chairman. Closely Related Party means the closely related parties of Key Management Personnel as defined in the Corporations Act, and includes certain members of their family, dependants and companies they control. Company or ECL means Excelsior Capital Limited ABN 98 050 542 553. Constitution means the Constitution of the Company from time to time. Corporations Act means the Corporations Act 2001 (Cth). Directors means the Directors of the Company from time to time, and Director means any one of them. Explanatory means the explanatory memorandum to and forming part of the Memorandum notice of Meeting contained in this booklet. Group means the Company and its Related Bodies Corporate. Key Management means the Directors of the Company and those other persons having Personnel authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year to 30 June 2023.
Listing Rules means the official listing rules of ASX. Proxy Deadline means no later than Tuesday, 14 November 2023. Proxy Form means the proxy form accompanying the Notice. Related Body has the meaning given to that term in section 50 of the Corporate Corporations Act. Share or Ordinary means an ordinary share in the capital of the Company. Share Shareholders means the holders of the Shares from time to time. Share Registry means LINK Share Registry Services. Strike means more than 25% of the votes cast at an annual general meeting for a remuneration report were a ‘no’.
| Excelsior Capital Limited – Annual General Meeting 2023
12
Excelsior Capital Limited
AGM Venue Location
The ECL AGM will be held in The Gallery, Park Hyatt Sydney, 7 Hickson Road, The Rocks, Sydney, NSW, 2000
Car Parking
Car parking is available in several locations nearby at:
-
Park Hyatt Sydney Car Parking located at the hotel,
-
Wilson Parking, Clocktower, The Rocks, 55 Harrington Street,
-
Wilson Parking, Overseas Passenger Terminal, The Rocks, 130 George Street,
Public Transport
Various forms of public transport available to the CBD including:
-
Trains to/from St James, Martin Place, Wynyard and Circular Quay train stations all within a short walking distance to venue.
-
Light rail network to Town Hall, Circular Quay, and Wynyard stations.
Taxi ranks are located immediately outside the venue.
==> picture [444 x 351] intentionally omitted <==
| Excelsior Capital Limited – Annual General Meeting 2023
13
Excelsior Capital Limited
ABN 98 050 542 553
LODGE YOUR VOTE
ONLINE https://investorcentre.linkgroup.com
-
BY MAIL
-
Excelsior Capital Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND
Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO Telephone: +61 1300 554 474
Telephone: +61 1300 554 474 X99999999999 X99999999999 VOTING FORM I/We being a member(s) of Excelsior Capital Limited and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY elect to lodge my/our the Chairman OR of the Meeting as your proxy, please write if you are NOT appointing the Chairman vote(s) directly (mark box) of the Meeting the name of the person or body corporate (mark box) you are appointing as your proxy in relation to the Annual General Meeting of the Company to be or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following held at 11:00am (AEDT) on directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees Thursday, 16 November 2023, fit) at the Annual General Meeting of the Company to be held at 11:00am (AEDT) on Thursday, and at any adjournment or 16 November 2023 at The Gallery, Park Hyatt Sydney, 7 Hickson Road, The Rocks, Sydney NSW postponement of the Meeting. 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. You should mark either “for” or Important for Resolution 2: If the Chairman of the Meeting is your proxy, either by appointment or by “against” for each item. Do not default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the mark the “abstain” box. Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of Resolutions 1 and 2, and AGAINST Resolution 3. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Re-Election of Ms Leanne Catelan as a Director 2 Remuneration Report 3 Conditional Spill Resolution * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
To be valid this form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
ECL PRX2301G
HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM
YOUR NAME AND ADDRESS
CORPORATE REPRESENTATIVES
This is your name and address as it appears on the Company’s Share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Shares using this form.
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
VOTING UNDER BOX A
If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Tuesday, 14 November 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:
If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy. 14 November 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for Custodians and nominees may, with the Share Registrar’s consent, identify on the scheduled Meeting. the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid. Proxy Forms may be lodged using the reply paid envelope or: If you have lodged a direct vote, and then you attend the Meeting, your attendance ONLINE will cancel your direct vote. https://investorcentre.linkgroup.com The Chairman’s decision as to whether a direct vote is valid is conclusive. Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. VOTING UNDER BOX B – APPOINTMENT OF PROXY To use the online lodgement facility, shareholders will need their If you wish to appoint the Chairman of the Meeting as your proxy, mark the box “Holder Identifier” - Securityholder Reference Number (SRN) or Holder in Step 1. If you wish to appoint someone other than the Chairman of the Meeting Identification Number (HIN). as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a Shareholder of the Company. BY MOBILE DEVICE QR Code Our voting website is designed specifically for DEFAULT TO CHAIRMAN OF THE MEETING voting online. You can now lodge your proxy Any directed proxies that are not voted on a poll at the Meeting will default to the by scanning the QR code adjacent or enter the Chairman of the Meeting, who is required to vote those proxies as directed. Any voting link https://investorcentre.linkgroup. undirected proxies that default to the Chairman of the Meeting will be voted com into your mobile device. Log in using the according to the instructions set out in this Voting Form, including where the Holder Identifier and postcode for your Resolution is connected directly or indirectly with the remuneration of KMP. shareholding. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT To scan the code you will need a QR code reader application which You may direct your proxy how to vote by placing a mark in one of the boxes can be downloaded for free on your mobile device. opposite each item of business. All your Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted BY MAIL on any item by inserting the percentage or number of Shares you wish to vote in Excelsior Capital Limited the appropriate box or boxes. If you do not mark any of the boxes on the items of C/- Link Market Services Limited business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. Locked Bag A14 Sydney South NSW 1235 APPOINTMENT OF A SECOND PROXY Australia You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting Form may be obtained by telephoning the Company’s Share registry or you may copy BY FAX +61 2 9287 0309 this form and return them both together. To appoint a second proxy you must: BY HAND (a) on each of the first Voting Form and the second Voting Form state the delivering it to Link Market Services Limited percentage of your voting rights or number of Shares applicable to that form. Parramatta Square If the appointments do not specify the percentage or number of votes that Level 22, Tower 6 each proxy may exercise, each proxy may exercise half your votes. Fractions 10 Darcy Street of votes will be disregarded; and Parramatta NSW 2150 (b) return both forms together. SIGNING INSTRUCTIONS During business hours Monday to Friday (9:00am - 5:00pm) You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either Shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.