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EXPERIENCE CO LIMITED — AGM Information 2023
Sep 28, 2023
64892_rns_2023-09-28_29d03fd4-32f1-404a-809d-d4371b2c8517.pdf
AGM Information
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NOTICE OF 2023 ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting ( AGM/Meeting ) of Experience Co Limited (ASX:EXP) ( EXP or the Company ) will be held on Thursday 2 November 2023 commencing at 11.30am (AEDT).
To provide all Shareholders the opportunity to participate in the Meeting, the Meeting will be held as a virtual online meeting using the online platform provided by EXP’s share registry, Boardroom, http://web.lumiagm.com/348938393.
Shareholders will be able to ask questions and vote during the Meeting. Information on how to attend the virtual meeting is included in the AGM Online User Guide enclosed with the Notice of Meeting and also available for download (refer below).
In accordance with the provisions of the Corporations Act, the Notice of Meeting, accompanying explanatory statement and AGM Online User Guide ( Meeting Materials ) are being made available to shareholders electronically only and physical copies will not be dispatched to shareholders (unless a shareholder requests a copy).
This means:
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A copy of the Meeting Materials are attached and available for download at: www.InvestorServe.com.au or via the EXP website at: www.experienceco.com/investor-centre.
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If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and proxy form.
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Shareholders who have not elected to receive communications electronically, will receive a copy of this letter and a personalised proxy form by post.
A copy of the FY23 Annual Report is also available for download at: www.experienceco.com/investor-centre.
If you are unable to access the Meeting Materials online please contact the Company’s share registry on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday, to arrange a copy.
We encourage all shareholders to lodge a directed proxy form as soon as possible in advance of the Meeting even if you are planning to attend the Meeting online.
Electronic communications are convenient, efficient, cost effective and importantly reduces the impact on the environment. The Company encourages its shareholders to receive all communications from EXP electronically. To do this, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered with Boardroom, you will need your shareholder information including SRN/HIN.
Yours sincerely
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Kerry Robert (Bob) East Experience Co Limited Chair 29 September 2023
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2023
MEETING
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TREETOPS ADVENTURE | CAPE TRIBULATION | AUSTRALIA
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Experience Co Ltd ( EXP or the Company , one of Australia and New Zealand’s leading adventure tourism operators, gives notice that the 2023 Annual General Meeting ( AGM ) of Shareholders of the Company for purposes of transacting the items of business set out in this Notice of Meeting ( NOM ), will be held as a virtual online meeting on:
Date: Thursday 2 November 2023
Time: 11:30 am (AEDT)
The Company encourages Shareholders to pre-register for the virtual meeting using the following link: http://web.lumiagm.com/348938393.
Information on how to attend the virtual meeting is included in the AGM Online User Guide enclosed with this NOM and is available on the EXP website at www.experienceco.com/investor-centre.
Shareholders will be able to ask questions and vote during the Meeting.
The FY23 Annual Report can also be viewed on the EXP website: www.experienceco.com/investor-centre.
Explanatory Notes
All the material in this NOM should be read in conjunction with the Explanatory Notes.
If you are in doubt about any part of the business of the AGM, please consult your professional adviser or the Company Secretary, Fiona van Wyk by email at [email protected].
Voting Information & Proxy Form
Please read the Voting Information section carefully to understand your voting eligibility.
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ORDINARY BUSINESS
Financial and Other Reports
To receive and consider the Financial Report, Directors’ Report and Auditor’s Report of the Company and its controlled entities for the financial year ended 30 June 2023.
Re-election of Director
Resolution 1
To consider and, if thought fit, to pass the following ordinary resolution:
“ That Kerry Robert (Bob) East, who retires in accordance with clause 11.5 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company .”
FY23 Remuneration Report
Resolution 2
To consider and, if thought fit, to pass the following non-binding ordinary resolution:
" That the Remuneration Report contained in the Directors’ Report for the financial year ended 30 June 2023 be adopted. "
The vote on this resolution is advisory only and does not bind the Directors or the Company.
Refer to page 7 for Voting Exclusions in respect of Resolution 2.
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EXPLANATORY NOTES
These Explanatory Notes form part of the NOM and are intended to assist you in consideration of the business proposed at the AGM.
Questions
The Company invites you to submit questions (relevant to the business of the AGM or in relation to the content of the audit report for the year ended 30 June 2023) in writing to the Company or to the Company’s auditor, at either of the addresses below. Written questions must be received no later than 5:00 pm (AEDT) on Thursday 26 October 2023:
Email address: [email protected]
By mail to:
The Company Secretary Experience Co Limited Level 5, 89 York Street, Sydney NSW 2000
During the AGM, the Chair will address as many of the more frequently raised Shareholder questions as reasonable. Please note that individual responses will not be sent to Shareholders.
ORDINARY BUSINESS
FY23 Financial Reports
The Corporations Act 2001 (Cth) (Corporations Act) requires that the Financial Report, the Directors' Report and the Auditor's Report for each financial year ( Financial Reports ), be laid before the AGM. The Constitution also provides for the Financial Reports to be received and considered at the AGM.
Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the AGM on the Financial Reports.
Shareholders will be given a reasonable opportunity to raise questions on the FY23 Financial Reports at the AGM. In addition, a reasonable opportunity will be given to ask the Company’s auditor questions relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.
Resolution 1 – Re-election of Bob East (Non-Executive Director, Chair)
In accordance with clause 11.5 of the Constitution of the Company, one-third of the Directors or the number nearest to but not more than one-third of the Directors, must retire at each AGM.
Bob was appointed as Independent Non-Executive Director on 1 April 2018. In October 2018 he was appointed Chair of the Board. Bob is also Chair of the Remuneration and Nomination Committee and a Member of the Audit & Risk Committee.
Experience and Background
Bob has proven leadership ability and significant industry skill and expertise having spent more than 30 years in the tourism and hospitality industry. Prior to joining EXP, Bob was CEO of the Mantra Group (Australia’s 2nd largest hospitality business comprising over 140 hotels across Australia, New Zealand, USA and Asia). During his tenure, Bob was instrumental in the significant growth of the business, the listing on the ASX in 2014 and in May 2018, the largest hospitality transaction in Australia – the acquisition of the Mantra Group by Accor Hotels. Bob chaired Tourism Australia from 2017 to 2021 during which time he oversaw the development and execution of key strategies and marketing campaigns to promote Australia on the international stage. Bob holds Non-Executive Director Chair roles in Gold Coast Football Club Ltd, Australia Venue Company Pty Ltd, Leisure Accommodation Collective and Cettire Limited (ASX:CTT). Bob also holds an MBA from the University of New England.
Board Recommendation
The Directors unanimously recommend that Bob be re-elected as a Director of the Company and that Shareholders vote in favour of this resolution.
The Chair of the AGM intends to vote all available proxies in favour of this resolution.
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Resolution 2 – FY23 Remuneration Report
The Corporations Act requires that the Directors prepare the Remuneration Report as set out in the Annual Report.
Pursuant to section 250R(2) of the Corporations Act, Directors must put to the AGM a resolution to adopt the Remuneration Report. Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the Directors or the Company. The Company is not currently subject to a “first strike” as laid out in section 250U of the Corporations Act.
Shareholders will be given a reasonable opportunity to comment or raise questions in relation to the FY23 Remuneration Report at the AGM.
Board Recommendation
Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this resolution.
The Chair of the AGM intends to vote all available proxies in favour of this resolution.
VOTING INFORMATION
Entitlement to Vote
The Company has determined, in accordance with regulation 7.11.37 of the Corporations Act that, for the purpose of entitlement to vote at the AGM, shares will be taken to be held by those who hold them at 7:00 pm on Tuesday 31 October 2023.
How to Vote
Voting Methods
Shareholders can vote in one of the following ways:
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by attending the meeting online and voting using the online voting facility, either in person, by attorney or in the case of corporate Shareholders, by a corporate representative;
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by lodging a direct vote in advance of the AGM electronically by visiting www.votingonline.com.au/expagm2023; or
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by appointing a proxy to attend and vote at the meeting on your behalf electronically by visiting www.votingonline.com.au/expagm2023.
Voting on the items set out in this NOM will be conducted on a Poll.
Voting Deadline
Shareholders who wish to lodge a direct vote in advance of the AGM or appoint a proxy to attend and vote at the meeting on their behalf, must either complete their electronic instructions online at www.votingonline.com.au/expagm2023 by 11:30 am (AEDT) on Tuesday 31 October 2023 or, if the meeting is adjourned, at least 48 hours before its resumption in relation to the adjourned part of the meeting. Direct votes or proxy appointments received after this time will be invalid.
Direct Voting Online during the Meeting
Shareholders or proxyholders can participate in the virtual meeting and live online voting facility by using:
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your computer or mobile device, by entering the following URL into your browser: http://web.lumiagm.com/348938393; or
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the Lumi AGM app, which is available from the Apple App Store or Google Play Store; or
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• your username, which is your Boardroom Voting Access Code (VAC) located on your proxy form or by contacting EXP’s share registry, Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) for assistance; or your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas Shareholders should refer to the AGM Online User Guide enclosed with this NOM for password details.
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If you have been nominated as a third-party proxy, please contact Boardroom on 1300 737 760 or +61 2 9290 9600 to receive your username and password.
Attending the meeting online enables Shareholders to view the meeting live and to ask questions and cast direct votes as directed by the Chair of the Meeting, whilst the meeting is in progress.
More information regarding participating in the meeting online, including browser requirements, can be found in the AGM Online User Guide enclosed with this NOM.
Direct Voting prior to the Meeting
To lodge direct votes in advance of the AGM, Shareholders must visit www.votingonline.com.au/expagm2023 and follow the prompts and instructions. Shareholders will need their Voting Access Code (VAC) which is located on your proxy form or by contacting Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) for assistance.
For direct votes to be effective, they must be lodged by the time specified in the Voting Deadline section of this NOM.
If a shareholder is entitled to cast two or more votes at the meeting, the shareholder may specify the proportion or number of direct votes that they wish to cast "For", "Against" or "Abstain" from voting on an item. Fractions of votes will be disregarded.
If a shareholder specifies that they will "Abstain" from voting on an item, the shares that are the subject of the direct vote will not be counted in calculating the required majority.
Proxy Voting
To appoint a proxy, Shareholders must visit www.votingonline.com.au/expagm2023 and follow the prompts and instructions. Shareholders will need their Voting Access Code (VAC) which is on your proxy form or by contacting Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia) for assistance.
For proxy appointments to be effective, they must be completed by the time specified in the Voting Deadline section in this NOM.
If a proxy is instructed to Abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf, and on a poll, the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
A proxy need not be a shareholder of EXP.
The Corporations Act provides the following for the processing of proxy votes.
Directed Proxy Votes
If you appoint someone other than the Chair of the meeting as your proxy and give them voting instructions, the Corporations Act provides that the Chair of the meeting must cast those proxy votes on your behalf if your nominated proxy does not do so.
Undirected Proxy Votes
Shareholders are encouraged to consider how they wish to direct their proxies to vote. Other than members of EXP’s Key Management Personnel or their closely related parties voting as a proxy on resolution 2, if a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting as they think fit.
Should any resolution, other than those specified in this NOM, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
If you wish to appoint a Director (other than the Chair) or other member of EXP’s Key Management Personnel or their closely related parties as your proxy, you must specify how they should vote on resolution 2 by completing the “For", "Against" or "Abstain'' boxes.
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The Chair will exercise your vote on your behalf on all resolutions as he sees fit, if you appoint the Chair as your proxy, but do not direct him how to vote (in which case the Chair will vote in favour of each resolution).
Revocations of proxies
Any revocation of proxies must be made at www.votingonline.com.au/expagm2023 before the time of the commencement of the meeting.
Voting by Corporations
To vote at the AGM (other than by proxy), a corporation that is a shareholder must appoint a person to act as its representative. A letter of representation, including any authority under which it is signed, must be lodged with Boardroom prior to the commencement of the AGM.
Proxy Voting by Chair
The Chair of the AGM intends to vote all undirected proxies in favour on all resolutions.
Voting Exclusions
Resolution 2 – Adoption of FY23 Remuneration Report Voting Prohibition Statement
The Company will disregard any votes cast in favour of resolution 2 by or on behalf of any of the Company’s Key Management Personnel (as that term is defined in the Corporations Act) details of whose remuneration are included in the Remuneration Report or a Closely Related Party (as that term is defined in the Corporations Act) of such a member. However, a person (the voter) 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:
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a) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on resolution 2; or
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b) the voter is the Chair of the AGM and the appointment of the Chair of the AGM as proxy does not specify the way the proxy is to vote on resolution 2; and expressly authorises the Chair to exercise the proxy even though resolution 2 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Further Information
Shareholders should direct their queries to the Company Secretary at [email protected].
By order of the Board
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Fiona van Wyk Company Secretary 29 September 2023
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Experience Co Limited ACN: 167 320 470
Corporate Directory
Directors: Kerry Robert (Bob) East (Chair of Board) Anthony Boucaut Neil Cathie Michelle Cox John O’Sullivan Company Secretary: Fiona van Wyk Registered Office: Level 5, 89 York Street, Sydney, NSW 2000 Principal Place of Business: Level 5, 89 York Street, Sydney, NSW 2000 Lawyers: Bird & Bird Level 22, MLC Centre, 19 Martin Place Sydney NSW 2000 Auditors: RSM Australia Partners Level 13, 60 Castlereagh Street Sydney NSW 2000 Share Registry: Boardroom Pty Ltd Level 8, 210 George Street Sydney NSW 2000 Bankers: National Australia Bank Limited Level 22, 255 George Street, Sydney NSW 2000 ASX Listing Code: EXP Website: www.experienceco.com
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ONLINE SHAREHOLDERS’ MEETING GUIDE 2023
Attending the AGM virtually
If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.
To access the meeting:
Visit web.lumiagm.com/348938393 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Meeting ID: 348-938-393
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 10:30am (Sydney time), 2nd November 2023
Using the Lumi AGM platform:
ACCESS
The 1[st] page of the platform will ask in what capacity you are joining the meeting.
Shareholders or appointed proxies should select
“Shareholder or Proxyholder”
Guests should select “Guest”
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CREDENTIALS
Shareholders/Proxys
Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.
Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760
Voting Access Code (VAC) Postcode or Country Code
Guests
Please enter your name and email address to be admitted into the meeting.
Please note, guests will not be able to ask questions or vote at the meeting .
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NAVIGATION
Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.
If viewing on a computer the webcast will appear at the side automatically once the meeting has started.
On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.
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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.
VOTING
The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.
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Selecting this tab will open a list of all resolutions and their voting options.
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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.
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To reduce the webcast to its original size, select the X at the top of the broadcast window.
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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.
To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.
There is no need to press a submit or send button. Your vote is automatically counted.
Voting can be performed at any time during the meeting until the Chair closes the poll.
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QUESTIONS
Any shareholder or appointed proxy is eligible to ask questions.
If you would like to ask a question. Select the messaging tab.
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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.
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Received
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Select the “Ask a Question” box and type in your message.
Once you are happy with your message, select the send icon.
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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
Asking Audio Questions
If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia
Find your local number: https://us06web.zoom.us/u/kbuBC7fhOb
Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.
You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.
Meeting ID: 348-938-393
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 10:30am (Sydney time), 2nd November 2023
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Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin BFA Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus CXR~~Christmas Island~~ CZE~~Czech Republic~~ DEU~~Germany~~ DJI Djibouti DMA~~Dominica~~ DNKDenmark DOMDominican Republic |
DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Is~~l~~e O~~f~~Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ Isle of Man ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati KNA~~S~~t~~Ki~~tts~~A~~n~~d~~ ~~N~~ev~~i~~s KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon |
LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QATQatar REU Reunion |
ROURomania |
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| RUS Russian Federation |
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| RWARwanda | |||
| SAU Saudi Arabia Kingdom Of |
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| SDNSudan | |||
| SEN Senegal |
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| SGPSingapore | |||
| SGS Sth Georgia & Sth Sandwich Isl |
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| SHNSt Helena | |||
| SJM Svalbard & Jan Mayen |
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| SLB Solomon Islands |
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| SCGSerbia & Outlying | |||
| SLE Sierra Leone |
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| SLV El Salvador |
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| SMR San Marino | |||
| SOMSomalia | |||
| SPMSt Pierre And Miquelon | |||
| SRB Serbia |
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| STP Sao Tome And Principe |
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| SUR Suriname |
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| SVK Slovakia |
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| SVN Slovenia |
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| SWESweden |
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| SWZSwaziland | |||
| SYC Seychelles |
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| SYR Syrian Arab Republic |
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| TCA Turks & Caicos Islands |
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| TCDChad | |||
| TGOTogo | |||
| THA Thailand |
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| TJK Tajikistan |
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| TKL Tokelau |
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| TKMTurkmenistan | |||
| TLS Timor-Leste |
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| TMPEast Timor | |||
| TONTonga | |||
| TTO Trinidad & Tobago |
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| TUNTunisia |
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| TUR Turkey |
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| TUV Tuvalu |
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| TWNTaiwan | |||
| TZA Tanzania United Republic of |
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| UGAUganda | |||
| UKRUkraine | |||
| UMI United States Minor |
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| URY Uruguay |
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| USAUnited States of America | |||
| UZB Uzbekistan |
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| VNMVietnam | |||
| VUT Vanuatu |
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| WLFWallis & Futuna | |||
| WSMSamoa | |||
| YEMYemen | |||
| YMDYemen Democratic | |||
| YUGYugoslavia Socialist Fed Rep | |||
| ZAF South Africa |
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| ZAR Zaire |
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| ZMBZambia | |||
| ZWEZimbabwe | |||
All Correspondence to:
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By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 11:30am (AEDT) on Tuesday, 31 October 2023.
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TO VOTE ONLINE
BY SMARTPHONE
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STEP 1: VISIT https://www.votingonline.com.au/expagm2023 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. ~~Sample~~ The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. when you return it.
Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s share registry or you may copy this form.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s share registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:30am (AEDT) on Tuesday, 31 October 2023. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/expagm2023 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
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Experience Co Ltd ABN 56 167 320 470
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.
Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Experience Co Ltd (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Thursday, 2 November, 2023 at 11:30am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 2 even though Resolution 2 is connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 2). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.
STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 Re-election of Director – Kerry Robert (Bob) East ~~Sample~~ Resolution 2 To Adopt the FY23 Remuneration Report
For Against Abstain*
STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2023