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FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2022
Apr 21, 2022
64916_rns_2022-04-21_aa6ff57c-0bcd-4cff-bc80-04879cf5296e.pdf
AGM Information
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Notice of 2022 Annual General Meeting Date Thursday 26 May 2022 Time 1:30pm (AEST) Access https://web.lumiagm.com/399877891
Future Generation Investment Company Limited
ABN: 97 063 935 553
Notice of 2021 Annual General Meeting
futuregeninvest.com.au T +61 2 9247 9202
Page 3 of 10
Notice of 2022 Annual General Meeting
| Notice is given that the 2022 Annual General Meeting (AGM or the Meeting) of members of Future Generation Investment Company Limited (the Company) will be as follows: |
Notice is given that the 2022 Annual General Meeting (AGM or the Meeting) of members of Future Generation Investment Company Limited (the Company) will be as follows: |
|---|---|
| Date | Thursday 26 May 2022 |
| Time | 1:30pm (AEST) |
| Venue | Sofitel Sydney Wentworth, Wentworth Ballroom, 61/101 Phillip St, Sydney NSW 2000 |
| Online Access | https://web.lumiagm.com/399877891 |
| Information on how to participate in the virtual meeting is outlined in the Online Shareholders’ Meeting Guide on pages 7 to 10 of this Notice of Meeting. |
Business
Resolution 2: Re-election of Director
- Stephanie Lai
Financial statements and Reports
To receive and consider the Company’s financial statements, Directors’ Report and Auditor’s Report for the financial year ended 31 December 2021. Note: There is no requirement for shareholders to approve these reports.
Resolution 1: Adoption of Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That in accordance with Section 250R of the Corporations Act 2001 (Cth), the Remuneration Report, as set out in the Directors’ Report, be adopted.”
Notes:
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a) the vote on this resolution is advisory only and does not bind the Directors or the Company.
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b) the Company’s key management personnel (whose remuneration details are included in the Remuneration Report) and their closely related parties must not cast a vote on the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution, and that proxy specifies how to vote on the resolution or the vote is cast by the Chair as proxy for a member eligible to vote on the resolution, the proxy does not specify how to vote on the resolution and the proxy expressly authorises the Chair to vote even if it is connected with the remuneration of a member of the key management personnel.
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Ms Stephanie Lai, who retires by rotation in accordance with Rule 6.7(b) of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering herself for re-election, be re-elected as a Director of the Company.”
Information about Ms Lai appears in the Explanatory Memorandum attached to this Notice of Meeting.
Resolution 3: Re-election of Director
- David Leeton
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Mr David Leeton, who retires by rotation in accordance with Rule 6.7(b) of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”
Information about Mr Leeton appears in the Explanatory Memorandum attached to this Notice of Meeting.
- c) The Chair will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy and question form.
Notice of 2022 Annual General Meeting
Page 2 of 10
futuregeninvest.com.au ABN 97 063 935 553
T +61 2 9247 9202
Other business
To consider any other business that may lawfully be brought forward in accordance with the constitution of the Company or the law.
Voting exclusions – Resolution 1
Resolution 1 is indirectly connected with the remuneration of members of the key management personnel of the Company ( KMP Members ). In accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act) the Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:
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a KMP Member other than the Chair; and
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a closely related party of those persons (such as close family members and any companies the person controls), unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy and question form.
In regard to votes cast by the Chair as proxy for a person entitled to vote in accordance with a direction on the proxy and question form, the Company will not disregard such votes by the Chair provided that the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a KMP Member.
What this means for Shareholders: if you intend to appoint a KMP Member (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you appoint the Chair as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the proxy and question form, you will be expressly authorising the Chair of the Meeting to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the KMP which includes the Chair. The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 1.
Other information
Proxies
A member entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her place. A proxy does not need to be a member of the Company.
If a member appoints two proxies, the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the member’s votes. If the specified proportion or number of votes exceeds that which the member is entitled to, each proxy may exercise half of the member’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.
Proxies can be appointed in one of three ways:
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a) online through the share registry’s website at https://www.votingonline.com.au/fgxagm2022
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b) by posting or delivering the proxy and question form by hand to the share registry (addresses below); or
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c) by faxing the proxy and question form to the share registry (fax number below).
Proxies must be appointed no later than 48 hours before the AGM, i.e. 1:30pm (AEST) on Tuesday, 24 May 2022.
Hand deliveries to our share registry:
Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000
Postal address:
Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001
Fax number: +61 2 9290 9655
A proxy and question form is provided with this Notice of Meeting.
An Explanatory Memorandum accompanies and forms part of this Notice of Meeting. All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.
Notice of 2022 Annual General Meeting
Page 3 of 10
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Online voting procedures during the AGM
To participate in the AGM online, shareholders may do so:
- a) From their computer, by entering the URL into their browser:
https://web.lumiagm.com/399877891
- b) From their mobile device by entering the URL in their browser: https://web.lumiagm.com/399877891
To participate in the AGM online, you can log in to the meeting by entering:
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The meeting ID, which is 399-877-891.
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Your username, which is your Voter Access Code (located either on your proxy and question form, Notice of Meeting email or by logging onto www.investorserve.com.au).
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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 for their password details.
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If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760.
Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. More information regarding participating in the AGM online can be found by visiting www.futuregeninvest.com.au or at the end of this Notice of Meeting.
In accordance with the Company’s Constitution, the Chair intends to demand a poll on each resolution proposed at the AGM. Voting on each resolution considered at the AGM will be conducted by a poll rather than a show of hands.
Optional question for the Chair or Auditor
We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the AGM. If you would like to ask a question ahead of the meeting, please log onto https://www.votingonline.com.au/fgxagm2022. Alternatively, shareholders can complete the optional question for the Chair or Auditor on the proxy and question form and return it to Boardroom Pty Limited. Shareholders participating in the meeting online may also ask questions during the course of the AGM.
Entitlement to vote
In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cth) and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7:00pm (AEST) on 24 May 2022. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
Voting intentions
Subject to any voting restrictions and exclusions, the Chair intends to vote in favour of all resolutions on the agenda.
In respect of undirected proxies, subject to any voting restrictions and exclusions, the Chair intends to vote in favour of all resolutions on the agenda.
By order of the Board:
Jesse Hamilton
Company Secretary 22 April 2022
The Chair considers voting by poll to be in the interests of shareholders as a whole particularly as the AGM is being conducted as a hybrid meeting and is a way to ensure the views of as many shareholders as possible are represented and offered an opportunity to participate at the AGM.
Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Page 4 of 10
Explanatory Memorandum
This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by Shareholders of Future Generation Investment Company Limited (the Company) at the 2022 Annual General Meeting (AGM) to be held at 1:30pm (AEST) on Thursday 26 May 2022 at Sofitel Sydney Wentworth, Wentworth Ballroom, 61/101 Phillip St, Sydney NSW 2000 and online via https://web.lumiagm.com/399877891.
The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.
Financial statements and Reports
The financial report and the reports of the Directors and of the auditor for the financial year ended 31 December 2021 will be laid before the AGM, as required by Section 317 of the Corporations Act. The Corporations Act does not require a vote of Shareholders on these reports.
The Company’s 2021 Annual Report (which includes the Directors’, auditor’s and financial reports) is available on the Company’s website: www.futuregeninvest.com.au. Meeting attendees are invited to direct questions to the Chair in respect of any aspect of the report they wish to discuss.
Representatives of the Company’s auditor, Pitcher Partners, will be present for discussion purposes on matters of relevance to the audit.
Resolution 1 – Adoption of Remuneration Report
The Company’s Remuneration Report sets out the remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ended 31 December 2021.
The Corporations Act requires that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Board will take the outcome of the vote into account when considering the future remuneration arrangements of the Company.
Shareholders will be given reasonable opportunity at the AGM to ask questions about, and make comments on, the Remuneration Report.
The Directors unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 1.
Resolution 2 – Re-election of Director - Stephanie Lai BBus CA GAICD
Stephanie Lai has been a Director of the Company since March 2019. Stephanie has over 20 years’ experience as a Chartered Accountant and is a former partner of Deloitte and KPMG. Stephanie has significant experience providing due diligence and advisory services, including forecast reviews, to listed entities, sovereign wealth funds, wealth managers and private equity. Stephanie has advised on numerous transactions (acquisitions/divestments, debt/equity raisings and IPOs), across a range of industries (infrastructure, property, banking, insurance, wealth management, retail and transport) and markets (Australia, UK, Europe, Asia and the US).
Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. If Resolution 2 is passed, Ms Lai will be re-elected as a director of the Company and if Resolution 2 is not passed, Ms Lai will cease to be a director of the Company.
The Directors (excluding Ms Lai) strongly support the re-election of Ms Lai and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 2.
Resolution 3 – Re-election of Director - David Leeton
BBus CPA GradDipAcc
David Leeton has been a Director of the Company since April 2015. David is a senior executive of the Victor Smorgon Group (VSG). Over the past 22 years David has been actively involved in all facets of the Groups’ investments and philanthropy interests. David is a co-founder of Victor Smorgon Partners, a co-investment business branch of VSG and the manager of direct family investments. David was formerly the CFO for the Victor Smorgon group for over 15 years and was responsible for the financial reporting, financing and treasury for the group.
Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. If
Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Page 5 of 10
Resolution 3 is passed, Mr Leeton will be re-elected as a director of the Company and if Resolution 3 is not passed, Mr Leeton will cease to be a director of the Company.
The Directors (excluding Mr Leeton) strongly support the re-election of Mr Leeton and unanimously
recommend that shareholders VOTE IN FAVOUR of Resolution 3.
Notice of 2022 Annual General Meeting
Page 6 of 10
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Online Shareholders’ Meeting Guide 2022
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/399877891 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: 399-877-891
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 12:30pm (AEST), 26 May 2022
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 (within Australia) or +61 2 9290 9600 (outside Australia)
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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Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Page 7 of 10
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.
Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
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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.
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Asking Audio Questions
An audio questions line is available to members and appointed proxy holders.
To use this service, pause the broadcast before clicking on the link under “Asking Audio Questions”. A new page will open, as shown on the right. Please enter the requested details and click “Submit Request” to join the audio questions queue.
You will hear the meeting while you wait to ask your question.
Meeting ID: 399-877-891
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 12:30pm (AEST), 26 May 2022
Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Page 9 of 10
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 CUB~~Cuba~~ CYMCayman Islands CYP Cyprus ~~CXRChristmas Island~~ ~~CZECzech Republic~~ ~~DEUGermany~~ DJI Djibouti ~~DMADominica~~ 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~~ ~~Isle Of 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 ~~KNASt Kitts And Nevis~~ 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 PLW~~Palau~~ 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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| 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 |
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| 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 | |||
Notice of 2022 Annual General Meeting
futuregeninvest.com.au ABN 97 063 935 553 T +61 2 9247 9202
Page 10 of 10
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All Correspondence to:
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 1:30pm (AEST) on Tuesday, 24 May 2022.
TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/fgxagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
.
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BY SMARTPHONE
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
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 securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows: 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.
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 securities 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 1:30pm (AEST) on Tuesday, 24 May 2022. 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/fgxagm2022
By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited In Person Level 12, 225 George Street, Sydney NSW 2000 Australia
Attending the Meeting
To participate in person, please bring this form with you to assist registration. To participate electronically, please refer to the Online User Guide which forms pages 7-10 of the Notice of Meeting.
Future Generation Investment Company Limited ABN 97 063 935 553
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 Future Generation Investment Company Limite d (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 as a hybrid meeting simultaneously via http://web.lumiagm.com/399877891 and at Sofitel Sydney Wentworth, Wentworth Ballroom, 61/101 Phillip Street, Sydney 2000 on Thursday, 26 May 2022 at 1:30pm (AEST) 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 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 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 1). 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 Abstain*
Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Stephanie Lai as a Director
Resolution 3 Re-election of David Leeton as a Director
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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 / / 2022
STEP 4 OPTIONAL QUESTIONS FOR THE CHAIRMAN OR AUDITOR
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We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible.