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HARMONEY CORP LIMITED — AGM Information 2021
Oct 18, 2021
65066_rns_2021-10-18_dc8ddb44-61b5-4b77-bfa5-aeb55993e5df.pdf
AGM Information
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Harmoney Corp Limited. Notice of annual meeting of shareholders.
Notice is hereby given that the 2021 annual meeting of shareholders of Harmoney Corp Limited (ARBN 645036595 / NZBN 9429041215272) (the Company ) will be held online at meetings.linkgroup.com/HMY21 on Monday 29 November 2021 at 10:30am AEDT / 12:30pm NZDT (the Meeting ).
Agenda
The business of the Meeting will be:
A. The Chairman’s address
B. The CEO’s address
C. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1: That Paul Lahiff be elected as a director of the Company.
Resolution 2: That the Board be authorised to fix the remuneration of the Company’s auditor for the ensuing year.
D. Other business
To consider any other business properly brought before the Meeting.
By order of the Board of Directors
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Paul Lahiff, Chairman
19 October 2021
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Explanatory notes
These explanatory notes have been prepared to help shareholders understand the business to be put to shareholders at the Meeting. They form part of, and should be read with, this notice of Meeting.
Resolution 1: Election of Paul Lahiff
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. ASX Listing Rule 14.4 requires that a director appointed by the Board must not hold office (without re-election) past the Company’s following annual general meeting. The Meeting is an annual general meeting f or the purposes of the ASX Listing Rules.
Director and Chairman Paul Lahiff retires in accordance with ASX Listing Rule 14.4 and offers himself for election in accordance with clause 21.5 of the Company’s Constitution.
Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: “That Paul Lahiff be elected as a director of the Company.”
In the Board’s opinion, Mr Lahiff would, if appointed as at the date of this notice of Meeting, be an independent non-executive director of the Company for the purposes of the Board Charter.
Prior to submitting himself for election, Mr Lahiff acknowledged to the Company that he would have sufficient time to properly fulfil his duties to the Company.
Paul Lahiff
Appointed: 15 February 2021
Paul is a highly seasoned executive following 40 years’ experience in financial services, encompassing a broad portfolio of executive and non-executive roles.
Paul currently sits on the Board of ASX-listed AUB Holdings, as well as payments company Sezzle Inc. He is also the Chair of Australian neo-bank 86 400 Holdings, and of NESS Super.
Paul was previously the CEO and Managing Director of Mortgage Choice, during which time he led its successful listing on the ASX. He was also a former Managing Director at Permanent Trustee, and before that at Heritage Building Society.
Paul brings a recent track record of Chairmanships, where he gained extensive capital markets, regulatory and governance experience from his time at Cuscal Limited, New Payments Platform (NPP) Australia, the Australian Retail Credit Association, and RFi Group.
Page | 2 Harmoney Corp Limited - Notice of Annual Meeting of Shareholders 2021
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Resolution 2: Auditor remuneration
PricewaterhouseCoopers (Australia) is the current auditor of the Company and has indicated its willingness to continue in office. Pursuant to section 207T of the Companies Act 1993 (New Zealand), PricewaterhouseCoopers will be automatically reappointed as auditor of the Company at the Meeting.
Accordingly, the shareholders of the Company are requested to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company for the purposes of section 207S of the Companies Act 1993: “That the Board be authorised to fix the remuneration of the Company’s auditor for the ensuing year.”
Procedural notes
Attendance
The Board has decided to hold the Meeting online given the current restrictions on gatherings and travel caused by COVID-19, which may still be in place at the time of the Meeting.
Shareholders can attend and participate in the Meeting at meetings.linkgroup.com/HMY21 . Please note that your shareholder number will be required for verification purposes. Your shareholder number can be found on your Proxy Form, enclosed with this notice of Meeting.
Materials from the Meeting will be posted on the Company’s website at harmoney.co.nz/investor and released to the ASX and NZX market announcement platforms in due course.
Entitlement to vote
The Company has determined that voting entitlements for the Meeting will be fixed as at 3:00pm AEDT / 5:00pm NZDT on Friday 26 November 2021. Only persons recorded as shareholders in the Company’s share register will be able to vote at the Meeting, and votes will be based on shareholdings at that time.
Voting
Voting on all resolutions will be by poll. The resolutions are ordinary resolutions and can be passed by a simple majority (more than 50%) of the votes cast.
Voting during the Meeting
You can vote online during the Meeting. Your shareholder number will be required for verification purposes.
Voting by proxy
You can exercise your right to vote by appointing a proxy (or representative, in the case of a corporate shareholder) to cast an online vote during the Meeting in your place.
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You can appoint a proxy online at linkmarketservices.com.au , or by completing and returning your Proxy Form by post, email (as a scanned attachment), fax, or hand, so that it is received by Link Market Services Limited no later than 10:30am AEDT / 12:30pm NZDT on Saturday 27 November 2021. Please see the further instructions on your Proxy Form.
A proxy does not have to be a shareholder. You may appoint the Chair of the Meeting as your proxy. The Chair will vote for resolutions marked “Proxy’s Discretion”, even if they have an interest in the outcome of the resolution.
If your named proxy does not attend the Meeting or you haven’t named a proxy, the Chair will act as your proxy and will vote in accordance with your express direction, and any undirected votes will (subject to any restriction(s) set out in the ASX Listing Rules) be voted in accordance with the Chair’s discretion.
If your Voting/Proxy Form is returned without direction as to how your proxy should vote on the resolutions, then the proxy may vote as he or she thinks fit on that resolution.
More information
If you have any questions or require further information in relation to this notice of Meeting, please contact us at [email protected] .
Questions can be asked via the online platform during the Meeting.
The Chair will answer as many questions as possible during the Meeting.
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ARBN 645 036 595 NZBN 9429041215272
LODGE YOUR VOTE
ONLINE www.linkmarketservices.com.au
BY MAIL Harmoney Corp 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 Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: 1300 306 276 Overseas: +61 1300 306 276
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Harmoney Corp Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. 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 directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the annual meeting of shareholders of the Company to be held at 10.30am (AEDT) / 12:30pm (NZDT) on Monday, 29 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/HMY21 (refer to details in the Virtual Meeting Online Guide). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. 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 Election of Paul Lahiff
2 Auditor remuneration
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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
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 applicable laws.
HMY PRX2101N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
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.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am (AEDT) / 12:30pm (NZDT) on Saturday, 27 November 2021, 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.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting 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.
Proxy Forms may be lodged using the reply paid envelope or:
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ONLINE
www.linkmarketservices.com.au
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. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MAIL Form. Harmoney Corp Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT C/- Link Market Services Limited You may direct your proxy how to vote by placing a mark in one of the Locked Bag A14 boxes opposite each item of business. All your shares will be voted in Sydney South NSW 1235 accordance with such a direction unless you indicate only a portion of Australia voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you BY FAX do not mark any of the boxes on the items of business, your proxy may +61 2 9287 0309 vote as he or she chooses. If you mark more than one box on an item your BY HAND vote on that item will be invalid. APPOINTMENT OF ADDITIONAL PROXIES Level 12 You are entitled to appoint more than one proxy to attend the Meeting 680 George Street and vote on a poll, provided that more than one proxy is not appointed to Sydney NSW 2000 exercise the rights attached to a particular share. If you wish to appoint an additional proxy, additional Proxy Forms may be obtained by telephoning the Company’s share registry or you may copy this form and return the forms together. subject to public health orders and restrictions To appoint an additional proxy you must: (a) on each Proxy Form, state the percentage of your voting rights or number of shares 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 an equal share of your votes (fractions of votes being disregarded); and (b) return the forms together. SIGNING INSTRUCTIONS 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.
BY MAIL Form. Harmoney Corp Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT C/- Link Market Services Limited You may direct your proxy how to vote by placing a mark in one of the Locked Bag A14 boxes opposite each item of business. All your shares will be voted in Sydney South NSW 1235 accordance with such a direction unless you indicate only a portion of Australia voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you BY FAX do not mark any of the boxes on the items of business, your proxy may +61 2 9287 0309 vote as he or she chooses. If you mark more than one box on an item your BY HAND vote on that item will be invalid. delivering it to Link Market Services Limited APPOINTMENT OF ADDITIONAL PROXIES* Level 12 You are entitled to appoint more than one proxy to attend the Meeting 680 George Street and vote on a poll, provided that more than one proxy is not appointed to Sydney NSW 2000
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
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: the form must be executed in accordance with the company’s constitution and applicable laws (typically one or more Directors, a single Director and a Company Secretary, or a Sole Director who is also the Sole Company Secretary). Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the notice of meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
Virtual Meeting Online Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
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Chrome – Version 44 & 45 and after
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Firefox – 40.0.2 and after
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Safari – OS X v10.9 & OS X v10.10 and after
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Internet Explorer 9 and up
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Microsoft Edge - 92.0 and after
To attend and vote you must have your securityholder number and postcode.
Appointed Proxy: Your proxy number will be provided by Link before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Virtual Meeting Online Guide
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Step 1
Open your web browser and go to https://meetings.linkgroup.com/HMY21
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
This will bring up a box which looks like this.
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Step 2
Log in to the portal using your full name, mobile number, email address, and participant type.
Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.
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On the left – a live audio webcast of the Meeting
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On the right – the presentation slides that will be addressed during the Meeting
If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Securityholders and proxies can either submit a Full Vote or Partial Vote.
- At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
2 • Link Group Virtual Meeting Online Guide
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Full Votes
To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.
Link Group Virtual Meeting Online Guide • 3
Virtual Meeting Online Guide continued
2. How to ask a question
Note: Only securityholders are eligible to ask questions.
If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
The ‘Ask a Question’ box will then pop up with two sections for completion.
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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.
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3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
4 • Link Group Virtual Meeting Online Guide