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IMEXHS LIMITED — AGM Information 2016
Apr 28, 2016
65120_rns_2016-04-28_8820840e-bede-4b18-b0e6-a17db50ef21b.pdf
AGM Information
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NOTICE OF
ANNUAL GENERAL MEETING
AND EXPLANATORY MEMORANDUM
TIME 10.00am, Registration commences at 9.30am (AEST) DATE Monday 30 May 2016 PLACE Gadwall Suite The Como Hotel Melbourne 630 Chapel Street South Yarra VIC 3141
Also available digitally through OmniLOOP
ACN 096 687 839 ASX CODE OMT
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Oliver Kidd on +61 3 8566 6888.
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MANAGING DIRECTOR’S LETTER
Dear Shareholder,
It is my pleasure to invite you to the 2016 Annual General Meeting of Omni Market Tide Ltd (OMT or Company). Our first AGM as Omni Market Tide Ltd represents not only a fantastic achievement for OMT, but a watershed moment in corporate Australia. OMT’s 2016 AGM will be the first digital AGM held in Australia.
This means that OMT will facilitate the first AGM where Shareholders of an ASX-listed company have been given the opportunity to exercise a direct vote, attend via live-stream, and ask questions in real time through a mobile application. OMT’s vision has always been to lead digital engagement, and we are continuing that leadership by conducting Australia’s first digital AGM. Ours is an AGM designed for the digital investor. We are truly excited to bring you this AGM via OmniLOOP, which we believe revolutionises company Meetings and Shareholder engagement. OmniLOOP is positioned to set a new best practice benchmark in Shareholder engagement for listed and unlisted companies.
I, along with the rest of OMT’s Board, encourage all Shareholders to attend the 2016 AGM digitally, or in person. On OmniLOOP, Shareholders will find clear instructions on how to vote and ask questions during the Meeting, as well as easy access to a live stream of the OMT AGM. In addition, a clear guide on how to use OmniLOOP has also been distributed to all Shareholders together with this Notice of Meeting.
Yours sincerely
Megan Boston Managing Director 29 April 2016
VOTING AND ATTENDING USING OMNILOOP
Shareholders are, of course, encouraged to vote on the items of business to be considered at the Meeting via OmniLOOP, OMT’s flagship platform.
OmniLOOP is available for no cost on the Apple App Store and Google Play Store. Shareholders will be able to use OmniLOOP to access the Meeting Materials, appoint a proxy or vote directly on the Resolutions, attend the Meeting via live stream, and ask questions prior to and during the Meeting. OMT considers that the provision and utilisation of this technology represents, to an extent, the commencement of the erosion of the necessity of the physical AGM.
Included with these meeting materials is a detailed OmniLOOP User Guide, which has also been made available on our website, at omnimarkettide.com/userguide.
If you wish to vote directly or appoint a proxy using OmniLOOP, you must do so by 10:00am (AEST) on Saturday 28 May 2016. Should you choose to participate at the 2016 AGM through OmniLOOP, you will be able to do so up until 10:00am on Saturday 28 May 2016, and then again from the opening of the Meeting at 10.00am (AEST) on Monday 30 May 2016.
Access the Meeting materials Appoint a proxy or vote directly on the resolutions
Attend the Meeting via live stream
Ask questions prior to and during the Meeting
Shareholders are also encouraged to submit questions ahead of the Meeting via OmniLOOP. You may also submit questions via OmniLOOP during the Meeting. OMT wishes to engage with you about the matters to be decided at the AGM as soon as this Notice of Meeting is made available. We want to ensure you are properly informed about OMT’s business and the Resolutions before you cast your vote. To ensure you receive up to date information, we recommend that you enable ‘Push Notifications’ when you install OmniLOOP or otherwise in your device settings.
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RESOLUTIONS
This year the Board of OMT will put six Resolutions to the Meeting for consideration.
This includes five Resolutions for all the current Directors standing for re-election. That is, Mr Ross Blair-Holt, Mr Glenn Vassallo, Mr Ken Pickard, Mr Richard Dennis, and our Managing Director Mrs Megan Boston. You can read about the background of all Directors in the Explanatory Memorandum to this Notice of Meeting. The Board unanimously supports each Resolution for the re-election of the Directors.
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We will also consider the adoption of the Remuneration Report for the Company for the financial year ended 31 December 2015.
In the interests of representing the views of as many Shareholders as possible, the Chairman intends to call a poll on all Resolutions.
VOTING USING THE VOTING FORM
Alternatively to voting using OmniLOOP, you may also complete and return the Voting Form enclosed with this Notice of Meeting.
YOU CAN RETURN YOUR VOTING FORM:
IN PERSON TO
ONLINE
votingonline.com.au/omniagm2016
Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Australia
In the enclosed reply paid envelope, or otherwise by post to: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
RETURN DEADLINE
The Voting Form must be returned by no later than 10:00am (AEST) on Saturday 28 May 2016
VOTING AT THE MEETING
You may vote at the Meeting by attending in person. Shareholders that attend the Meeting in person will be asked to utilise OmniLOOP when voting on the poll. That is, Shareholders attending physically in person will not vote on the Resolutions by completing a paper poll form at the Meeting, rather, they will vote using OmniLOOP. If Shareholders do not own a smart phone, one will be provided for use on the day.
MEETING DETAILS
DATE Monday 30 May 2016 10:00AM (AEST) Registration commences at 9:30am (AEST)
VENUE Gadwall Suite The Como Melbourne 630 Chapel Street South Yarra VIC 3141
On behalf of the Board, I thank you for your support of the Company and look forward to you attending the Meeting using OmniLOOP or in person.
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AT A GLANCE
Technology and market opportunity are at the core of Omni Market Tide’s vision to become the leader in digital stakeholder engagement. Consumers continue to migrate towards mobile applications, and business growth is increasingly determined by the application of mobile technologies. The increasing volume of mobile digital transactions in banking and share market trading is representative of a consumer base hungry for innovation. At the same time, billions of dollars are spent worldwide each year to support current AGM and Shareholder engagement practices. Our technology will displace conventional practices across a range of industries, which, by their nature, are traditional and procedurally cumbersome.
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MARKET ENTRY AND CAPABILITY BUILD
2015
Alliance with Boardroom
On 3 September 2015, OMT executed a strategic alliance with Boardroom Share Registry.
Growing Prospective Clients OMT is well positioned entering 2016, with a strong cash backing and a growing pipeline of prospective clients.
OmniLOOP was Launched
OmniLOOP was launched on 6 April 2016. All Shareholders are able to download OmniLOOP and all ASX-listed companies are now able to subscribe and have a presence on the platform. OmniLOOP is the cornerstone of OMT’s scalable business model.
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JUL
OCT
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SEP
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2016
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JAN
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MAR
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APR
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Listed on the ASX
OMT listed on the ASX in July 2015 with a key focus on building the necessary capabilities and resources to drive future performance.
Telstra & Westpac
With a view to gaining traction and awareness, our initial sales strategy targeted a smaller segment of ASX10 companies receptive towards new technology. On the back of that strategy, Telstra and Westpac were announced in July and October 2015 respectively as clients.
The Boardroom App was Launched
The Boardroom app was launched on 17 March 2016 and will form part of the overall solution Boardroom are providing to their more than 300 registry clients in Australia.
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In 2015 OMT also signed a global
sales revenue referral agreement
SINGAPORE with EuroInvestor.com providing
potential access to more than 600
listed companies in 36 countries
including Shell, HSBC, ING, Statoil,
Philips, Heineken, Nokia and Prada.
OMT also formed a strategic
alliance with Boardroom.Media
to leverage
HONG KONG
CONTENT
SHARING
+
DISTRIBUTION
+
DATA
On 23 March 2016, OMT extended the strategic ANALYTICS
alliance with Boardroom into Singapore and
Hong Kong. As the third largest provider of share +
registry services in Australia, and the largest in
Singapore, this was a significant validation of our CUSTOMER
engagement technology. Boardroom continues REFERRAL
to be an important strategic partner for OMT. OPPORTUNITIES
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On 23 March 2016, OMT extended the strategic alliance with Boardroom into Singapore and Hong Kong. As the third largest provider of share registry services in Australia, and the largest in Singapore, this was a significant validation of our engagement technology. Boardroom continues to be an important strategic partner for OMT.
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DELIVERING, LAUNCHING AND LEARNING
The launch of OmniLOOP delivers a unique and differentiated engagement experience. Push-messaging and mobile real-time voting are unique features that will demonstrate value for our users. These are new concepts to ASX-listed companies and shareholders alike. To be the leader in digital stakeholder engagement we will concentrate on four key themes.
Enable a truly unique and differentiated engagement experience
Our range of apps have the potential to radically change the engagement options available to companies. There is growing desire to connect with shareholders using mobile-configured content. OmniLOOP offers genuine engagement where alternatives fail to focus on the enduser’s experience.
OMT is targeting 40 clients by the conclusion of 2016 across our full suite of OmniLOOP (multi-company platform) and customised white-label apps. This figure represents a combined volume stemming from both our direct sales channel as well as capitalising on the alliance partnerships that were established in 2015.
Our on-boarding framework is designed to drive Shareholder downloads, registration and usage. This will in turn provide optimisation benefits across a company’s investor relations function as a whole, and the opportunity to integrate additional products.
Grow a large, engaged app user base
Building Shareholder take-up and having a large volume of users regularly accessing our app base will help drive more signings of ASX-listed companies. We have included features to drive usage, including a News Pulse with independent, real-time share prices and a watchlist for Shareholders to stay in touch with companies they are interested in.
Design, launch, and grow revolutionary engagement tech
OMT must ensure it stays ahead of its technical agenda, particularly with regard to future features. OMT acknowledges that its technological agenda must remain dynamic. There are many opportunities to release exciting key features beneficial to ASX-listed companies and Shareholders as end-users.
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GROWTH TARGETS
Sustainable expansion to new markets
Technology is broadening the way people see engagement. It is no longer cost, time or geographically prohibitive. Initially we have been focused on providing a platform for public Australian companies to engage with their shareholders, however our technology has the capability to be applied in other fields where engagement and, in particular, voting are necessary.
Other geographies
The Singapore (SGX) and Hong Kong (SEHK) exchanges have more then 700 and 1,600 listed companies respectively. We intend to build capability within these growth markets through alliances and a growing local presence off the back of the extension of our alliance with Boardroom Limited.
Employee engagement
Companies continue to look for innovative ways to engage with their employees. With the growth of mobile technology, it has become clear that now is the time for large employers to implement enterprise engagement solutions for the benefit of HR teams and employees.
Member organisations
Member organisations such as the Royal Automobile Clubs and universities, through to the high number of smaller groups such as sporting clubs, each has a need for engagement including voting and information dissemination.
Other engagement opportunities
Stakeholder engagement can take many forms beyond simple voting and through our sales conversations and analysis we are identifying other market needs beyond the first generation shareholder engagement.
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of OMNI MARKET TIDE LTD ACN 096 687 839 (the Company or OMT) will be held on Monday 30 May 2016, commencing at 10:00am (AEST) at the Gadwall Suite, The Como Hotel Melbourne, 630 Chapel Street, South Yarra, VIC 3141. Shareholders can also attend the Meeting via OmniLOOP.
This Notice of Meeting incorporates, and should be read together with, the Explanatory Memorandum and the Voting Form. Capitalised terms in this Notice of Meeting and Explanatory Memorandum are defined either in the Glossary section or where the relevant term is first used.
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 31 December 2015, together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
Note: This item of business does not require Shareholders to vote on a resolution or adopt the received reports.
ORDINARY BUSINESS
RESOLUTION 1
RESOLUTION 2
Adoption Of Remuneration Report
To consider and, if thought fit, pass the following Resolution as an advisory ordinary resolution with or without modification:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2015.”
Note: Pursuant to section 250R(3) of the Corporations Act the vote on this Resolution is advisory only and does not the bind the Directors or the Company.
Voting exclusion statement:
The Company will disregard any votes cast on Resolution 1 (in any capacity) by or on behalf of:
-
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
-
a Closely Related Party of such a member.
Re-Election Of Director Mrs Megan Boston
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That Mrs Megan Boston, being a Director of the Company who was appointed since the last AGM, be elected as a Director of the Company, in accordance with clause 13.3 of the Company’s Constitution.”
RESOLUTION 3
Re-Election Of Director Mr Kenneth Pickard
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That Mr Kenneth Pickard, being a Director of the Company who was appointed since the last AGM, be elected as a Director of the Company in accordance with clause 13.3 of the Company’s Constitution.”
However, the Company need not disregard a vote on Resolution 1 if:
-
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form; or
-
it is cast by the person chairing the AGM as proxy for a person who is entitled to vote and the appointment: (a) does not specify how the proxy is to vote; and (b) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
RESOLUTION 4
Re-Election Of Director Mr Richard Dennis
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That Mr Richard Dennis, being a Director of the Company who was appointed since the last AGM, be elected as a Director of the Company, in accordance with clause 13.3 of the Company’s Constitution.”
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RESOLUTION 5
Re-Election Of Director Mr Glenn Vassallo
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That Mr Glenn Vassallo, being a Director of the Company who was appointed since the last AGM, be elected as a Director of the Company, in accordance with clause 13.3 of the Company’s Constitution.”
RESOLUTION 6
Re-Election Of Director Mr Ross Blair-Holt
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That Mr Ross Blair-Holt, being a Director of the Company who was appointed since the last AGM, be elected as a Director of the Company, in accordance with clause 13.3 of the Company’s Constitution.”
By order of the Board of Directors
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Oliver Kidd
Company Secretary 29 April 2016
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IMPORTANT INFORMATION FOR SHAREHOLDERS
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REGISTERING YOUR ATTENDANCE
If you attend the Meeting you will need to register on the day. Registration will be opened from 9.30am (AEST). Shareholders can attend the Meeting by either: attending physically in person; or via OmniLOOP.
Shareholders that attend the Meeting in person will be asked to utilise OmniLOOP when voting on the poll. That is, Shareholders attending physically in person will not vote on the Resolutions by completing a paper poll form at the Meeting, rather, they will vote using OmniLOOP. If Shareholders do not own a smart phone, one will be provided for use on the day.
Once registered in person, the details you will require to vote will be provided to you by our representatives. Registration will be more efficient if you bring the attached Voting Form with you.
See paragraph titled “ Priority of Voting ” below for further information on the implications of attending the Meeting in person.
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LIVE STREAM OF AGM
Shareholders can view a live video stream of the AGM on OmniLOOP from 10:00am on Monday, 30 May 2016.
Shareholders can, at their convenience, download OmniLOOP on their smart devices from the Apple App Store and the Google Play Store free of charge. On OmniLOOP, Shareholders will also be able to ask questions of the Board and auditor whilst viewing the live stream. The Company encourages Shareholders to download, install, and make themselves familiar with OmniLOOP ahead of the Meeting.
A detailed OmniLOOP user guide that deals with registration, attendance, voting, asking questions, and other matters is included with these Meeting Materials and is also reproduced on our website at omnimarkettide.com/userguide (the User Guide ). The User Guide has been produced to ensure all Shareholders receive clear instructions on the use of OmniLOOP if they are not already familiar with smartphone use. If Shareholders have any queries or concerns, please do not hesitate to contact the Company.
To attend the AGM on OmniLOOP on an iPhone, you must have installed iOS version 9.0 or later. To attend the AGM on OmniLOOP on an Android device, you must have an Android device running Android OS version 4.3 or later. You must also have installed the most recent release of OmniLOOP.
See paragraph titled “ Priority of Voting ” below for further information on the implications of attending the Meeting via OmniLOOP.
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YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is important.
The Board of OMT encourages all Shareholders to participate at the AGM. All Shareholders may attend the AGM in person or using OmniLOOP.
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CALLING OF A POLL
In the interests of representing the views of as many Shareholders as possible, the Chairman of the Meeting intends to call a poll in relation to all Resolutions. See paragraph titled “ Voting on a poll ” below for further information on voting on a poll. To cast a direct vote through OmniLOOP, you do not need to attend the Meeting.
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RECORD DATE
The Directors have determined that, for the purposes of voting at the Meeting and pursuant to regulation 7.11.37 of the Corporations Regulations 2001, persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (AEST) on 28 May 2016 (the Record Date).
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VOTING VIA OMNILOOP
DOWNLOAD OMNILOOP
The Company encourages Shareholders to vote and attend the Meeting via OmniLOOP. Shareholders can download OmniLOOP for no cost via the Apple App Store and the Google Play Store. A detailed user guide dealing with voting via OmniLOOP has been included with this Notice of Meeting, and is also available at OMT’s website at: omnimarkettide.com/userguide.
DIRECT VOTING USING OMNILOOP
Direct voting is available via OmniLOOP at any time between the date of this Notice of Meeting and 10:00am (AEST) on 28 May 2016. You may also submit a direct vote from the commencement of the AGM (being 10:00am (AEST) on 30 May 2016) to the closure of voting as announced by the Chairman during the Meeting. If you submit a direct vote using OmniLOOP, you do not need to submit a Voting Form.
If you are lodging a direct vote via OmniLOOP, you are voting directly and are not appointing a third party, such as a proxy, to act on your behalf. To complete your direct vote, you should complete your voting directions by selecting ‘For’, ‘Against’ or ‘Abstain’ for each Resolution on OmniLOOP. If you vote “Abstain” on a Resolution, your vote may be passed to the Chairman of the Meeting as your proxy.
The Direct Voting Regulations governing direct voting are available on the Company’s website. By submitting a direct vote, you agree to be bound by these Direct Voting Regulations.
or a company. A corporate Shareholder or proxy must appoint a person as its corporate representative (see the Voting Form for further information).
You may appoint up to two proxies, but OmniLOOP currently does not allow for this function. If you wish to appoint two proxies, you will need to contact the Company for further information. Someone who is appointed as a proxy, whether through OmniLOOP or otherwise, is required to physically attend the AGM at the location stated on this notice in order to exercise that proxy.
If your proxy is not the Chairman, you are also appointing the Chairman of the Meeting as your alternative proxy in the event the named proxy does not attend the Meeting.
If you appoint a proxy, you may still attend the Meeting in person or via OmniLOOP. If you wish to resubmit your vote on the Resolutions, you will need to do so using OmniLOOP.
CONFIRMATION OF VOTE
After direct voting or appointing a proxy via OmniLOOP, you will receive an email confirmation that a vote has been lodged, together with a Voting Confirmation Number. You can amend your vote lodged via OmniLOOP up until 10:00am (AEST) on 28 May 2016, or any time after 10:00am (AEST) on 30 May 2016 to the close of voting, by resubmitting your vote through OmniLOOP. If you vote more than once, your most recent vote received prior to the close of voting will be counted (and all previous votes disregarded).
GENERAL
APPOINTMENT OF PROXY USING OMNILOOP
You may also appoint a proxy via OmniLOOP at any time between the date of this Notice of Meeting and 10:00am (AEST) on 28 May 2016.
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the Meeting in person or casting a direct vote. If you wish to appoint a proxy, you can do so using OmniLOOP.
You can direct your proxy how to vote on each Resolution by selecting ‘For’, ‘Against’ or ‘Abstain’ on OmniLOOP. If no direction is given, the proxy may vote as they see fit, subject to any voting restrictions applicable to the proxy. A proxy does not need to be a Shareholder of OMT. A proxy may be an individual
If you hold Shares in more than one capacity, please ensure you vote on OmniLOOP for each holding.
All Meeting Materials are available on OmniLOOP, together with instructions on how to vote. Meeting documentation is also available at:
omnimarkettide.com/investors/asx-announcements/ and detailed instructions at:
omnimarkettide.com/userguide .
The Company will send ‘Push Notifications’ through OmniLOOP regarding the AGM and close of voting. To ensure you receive ‘Push Notification’ alerts in the lead up to the close of voting, please ensure that you accept ‘Push Notifications’ after downloading OmniLOOP or otherwise turn on ‘Push Notifications’ for OmniLOOP in the settings in your phone or smart device.
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VOTING USING THE VOTING FORM
DIRECT VOTING USING THE VOTING FORM
You may vote directly on Resolutions considered at the Meeting without attending the Meeting or appointing a proxy. The Voting Form setting out your direct voting must be received by 10:00am (AEST) on 28 May 2016.
To vote directly, mark Section 1 on the Voting Form, and complete the voting directions in Section 3 by marking ‘For’, ‘Against’ or ‘Abstain’. If you vote “Abstain” on a Resolution, your vote will not be counted on a poll.
If you are lodging a direct vote using the Voting Form, you are voting directly and are not appointing a third party, such as a proxy, to act on your behalf.
If you vote directly, you are still entitled to attend the Meeting.
The Direct Voting Regulations governing direct voting are available on the Company’s website at omnimarkettide.com/directvoting . By submitting a direct vote, you agree to be bound by these Direct Voting Regulations.
exercise half of the votes (any fraction of votes will be disregarded). You must return both Voting Forms together. If you require an additional Voting Form, please contact Boardroom on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside of Australia).
If your proxy is not the Chairman, you are also appointing the Chairman of the Meeting as your alternative proxy in the event the named proxy does not attend the Meeting. If you sign the enclosed Voting Form and do not complete Section 2 and/or 3, the Chairman will be appointed as your proxy. The Chairman intends to vote undirected proxies on, and in favour of, all the proposed Resolutions.
If you appoint a proxy, you may still attend the Meeting in person or via OmniLOOP. However, if you do so, any proxy received by the Company prior to that attendance/voting will be revoked. If you wish to resubmit your vote on the Resolutions, you will need to do so using OmniLOOP.
RETURN OF VOTING FORM
You can lodge your Voting Form:
ONLINE
votingonline.com.au/omniagm2016
APPOINTING A PROXY USING THE VOTING FORM
You can appoint a proxy to attend and vote on your behalf as an alternative to attending the Meeting in person or casting a direct vote. If you wish to appoint a proxy, you can do so by completing Section 2 of the Voting Form. Proxy appointments must be received by the Company no later than 10.00am on 28 May 2016 (AEST).
You can direct your proxy how to vote on each Resolution by selecting ‘For’, ‘Against’ or ‘Abstain’ on Section 3 of the Voting Form. If no direction is given, the proxy may vote as they see fit, subject to any voting restrictions applicable to the proxy. A proxy does not need to be a Shareholder of OMT. A proxy may be an individual or a company.
A Shareholder who is entitled to cast two or more votes is entitled to appoint up to two proxies. If you appoint two proxies, you should complete two separate Voting Forms and specify the percentage or number of votes each proxy may exercise. If you do not specify a percentage or number, each proxy may
POST
in the enclosed reply paid envelope, or otherwise by post to: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
IN PERSON
Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Australia
DEADLINE
The Voting Form must be received by no later than 10:00am (AEST) on 28 May 2016.
GENERAL
If you hold Shares in more than one capacity, please ensure you vote using the Voting Form for each holding.
All Meeting Materials are also available at: omnimarkettide.com/investors/asx-announcements/
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VOTING IN PERSON
To vote in person, please attend the Meeting at the time, date and place set out in this Notice of Meeting. Shareholders attending physically in person will vote on the Resolutions using OmniLOOP. If Shareholders do not own a smart phone, one will be provided for use on the day.
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PRIORITY OF VOTING
Shareholders may vote on a Resolution:
-
a. by a direct notice of their voting intention (either via OmniLOOP or the Voting Form);
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b. by proxy, representative or attorney at the Meeting (either via OmniLOOP or the Voting Form); or
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c. at the Meeting (either via OmniLOOP or physically attending the Meeting).
As there are multiple methods in which Shareholders may vote, there is the possibility that a Shareholder may submit their vote via multiple means. In such a case, the following priority of voting will apply:
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a. If, after the Company receives an instrument under which a proxy, attorney or representative is appointed to act on behalf of the Shareholder in respect that Resolution or the Meeting generally (using OmniLOOP or the Voting Form), the Shareholder validly submits a direct vote (using OmniLOOP or the Voting Form), then that instrument of proxy, attorney or representative is automatically taken to have been withdrawn.
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b. If, after a Shareholder casts a direct vote on a particular Resolution (using OmniLOOP or the Voting Form), the Company validly receives an instrument under which a proxy, attorney or representative is appointed to act on behalf of the Shareholder in respect that Resolution or the Meeting generally, the direct vote is automatically taken to have been withdrawn.
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c. If you attend the Meeting either via OmniLOOP or in person, and cast a direct vote, then any previously submitted direct vote or any authority of a proxy, attorney or representative is automatically taken to have been withdrawn.
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d. If you have previously submitted a direct vote, and you then attend the Meeting in person or via OmniLOOP, your previously submitted direct vote will only be revoked if you submit a further direct vote using OmniLOOP. If you do not submit a further direct vote, then your previous direct vote will continue.
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APPOINTMENT OF CHAIRMAN AS PROXY
If you appoint the Chairman as your proxy and have not directed him how to vote, you are authorising the Chairman to cast your undirected votes on the Resolutions. The Chairman intends to vote undirected proxies on, and in favour of, all the proposed Resolutions. If there is a change to how the Chairman intends to vote undirected proxies, OMT will make an announcement to the market.
If you appoint as your proxy any other member of the Board of Directors, a member of senior management who is named in the Remuneration Report (KMP) or a Closely Related Party of a KMP, they will not be able to vote your proxy on Resolution 1 (Remuneration Report) unless you have directed them how to vote.
If you intend to appoint a member of the KMP or the Chairman as your proxy, you are encouraged to direct them how to vote on Resolution 1 by marking ‘For’, ‘Against’ or ‘Abstain’.
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VOTING ON A POLL
As all Resolutions will be put to a poll, in the poll relating to that Resolution, the Chairman must count the number of votes cast by each Shareholder who has submitted a direct vote.
Direct votes abstained will not be counted in computing the required majority on a poll.
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QUESTIONS FROM SHAREHOLDERS
Shareholders may direct questions during the Meeting to:
a. the Chairman about the operations and management of OMT; or
b. OMT’s auditor about the content of the Auditor’s Report and the conduct of the audit.
Alternatively, questions may be asked in person at the Meeting or submitted using OmniLOOP. The Chairman will retain discretion on the extent of debate on each item of business so as to ensure all Shareholders are afforded an opportunity to ask questions, make comments, and be heard.
Shareholders may ask questions ahead of the meeting through OmniLOOP, under ‘AGM Enquiries’ on the Omni Market Tide Ltd page. Questions should be submitted by 10:00am on 28 May 2016 (AEST).
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2015 ANNUAL REPORT
The 2015 Annual Report is available for Shareholders on OmniLOOP, and also on our website at omnimarkettide.com/annualreport.
If you would like to receive a hard copy of the 2015 Annual Report, at no charge, please contact the Company on +61 3 8566 6888. Shareholders who have previously elected to receive a hard copy of the 2015 Annual Report will have received it separately in the mail.
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CONTACT DETAILS
If you have any questions about this of Meeting or the Voting Form, please contact:
ONLINE
DEFINED TERMS
Capitalised terms in this Notice of Meeting and Explanatory Memorandum are defined either in the Glossary section and/or where the relevant term is first used.
boardroomlimited.com.au
POST
Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
PHONE
1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia)
ASX
A final copy of this Notice of Meeting and Explanatory Memorandum has been lodged with ASX. Neither ASX, nor any of their respective officers takes any responsibility for the contents of the Meeting Materials.
If you have any questions about accessing or using OmniLOOP, please contact the Company on +61 3 8566 6888 during business hours and one of our team will be happy to assist you.
HOW TO VOTE AND VOTING DEADLINES
RIGHT TO VOTE AND ATTEND THE MEETING
LODGING YOUR VOTE HOW SHOULD YOU DO IT?
Shareholders registered as at 10am AEST on Saturday 28 May 2016.
DEADLINE TO LODGE YOUR VOTE AHEAD OF THE MEETING
10am AEST on Saturday 28 May 2016.
To vote or appoint a proxy via OmniLOOP, download the app from the Apple App Store or Google Play Store, then simply follow the instructions provided in the User Guide.
or Vote online in accordance with the instructions on page 18.
or Use the attached Voting Form to either vote directly or appoint a proxy, corporate representative or nominee.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of the Notice of Meeting and has been prepared for Shareholders in connection with the Meeting to be held at 10:00am (AEST) on 30 May 2016.
This Explanatory Memorandum provides information which the Directors believe to be material to Shareholders in deciding how to vote on the Resolutions contained in the Notice of Meeting, and as such, these documents should be read in conjunction.
The Meeting Materials are all important documents that should be read carefully and in their entirety before Shareholders make a decision on how to vote at the Meeting.
Capitalised terms used in this Explanatory Memorandum are defined either in the Glossary Section and/or where the relevant term is first used.
FINANCIAL STATEMENTS AND REPORTS
The business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2015 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on OmniLOOP, on the Company’s investor website
omnimarkettide.com/annualreport , and on the Company’s announcements platform on the ASX website at asx.com.au.
RESOLUTIONS
The Remuneration Report has been provided to Shareholders and will be put to vote as an advisory ordinary resolution.
All of the current Directors, being Mr Glenn Vassallo, Mrs Megan Boston, Mr Ross Blair-Holt, Mr Kenneth Pickard, Mr Richard Dennis, who have been appointed since the last AGM, retire and offer themselves for re-election, pursuant to Article 13.4 of the Company’s Constitution and for all other purposes.
All of the Directors, to the extent that they are entitled to vote, intend to vote in favour of all Resolutions.
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RESOLUTION 1 ADOPTION OF REMUNERATION REPORT
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 company or the Directors of the company.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Director’s Report contained in the annual financial report of the Company for a financial year.
The Chair of the Meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the AGM. Shareholders will also be able to ask the Company’s auditor questions in relation to the Independent Auditor’s Report.
VOTING CONSEQUENCES
Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its Shareholders a resolution proposing the calling of another Meeting of Shareholders to consider the appointment of Directors of the company (Spill Resolution) if, at consecutive AGMs, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report. If required, the Spill Resolution must be put to vote at the second of those AGMs.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a Shareholder Meeting (Spill Meeting) within 90 days of the second AGM.
All of the Directors of the company who were in office when the Directors’ report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing Director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
PREVIOUS VOTING RESULTS
At the Company’s previous AGM, the votes cast against the remuneration report considered at that AGM were less than 25%. Accordingly, a Spill Resolution is not relevant for this AGM.
PROXY VOTING RESTRICTIONS
Shareholder appointing a proxy for this Resolution should note the following:
If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct your proxy how to vote on this Resolution.
The Chairman intends to call a poll on all Resolutions, and so undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority.
If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member) you do not need to direct your proxy how to vote on this Resolution. However, in doing so, you expressly authorise the Chair to exercise your undirected proxy on your behalf in favour of a resolution even though it may be directly or indirectly connected with the remuneration of a member of the KMP.
If you appoint any other person as your proxy, you do not need to direct your proxy and you do not need to mark any acknowledgement on the Voting Form or on OmniLOOP.
Following the Spill Meeting, those persons whose election or re-election as Directors of the company is approved will be the Directors of the company.
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RESOLUTIONS 2 - 6 ELECTION OF DIRECTORS
Listing Rule 14.4 of the ASX Listing Rules provides that a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without reelection) past the next AGM of the entity.
Mrs Megan Boston, Mr Ross Blair-Holt, Mr Kenneth Pickard and Mr Glenn Vassallo were appointed as Directors by order of the Board on 22 July 2015. Mr Richard Dennis was appointed by order of the Board on 22 March 2016. All Directors retire in accordance with Article 13.4 of the Company’s Constitution and, being eligible, each present themselves for election. Each election will be conducted as a separate Resolution.
The experience, qualifications, competencies and other information about the candidates appear below.
MRS MEGAN BOSTON
MR KENNETH PICKARD
BComm, CA
Mr Pickard is currently the Managing Director of accounting and advisory services firm Moore Stephens (Queensland) Ltd. He has over 30 years experience in business services consulting and audit, covering private and public companies, through to Local Government and Statutory Bodies.
Mr Pickard is currently a member of the Queensland Premier’s Business Advisory Council, and has formerly been a former Director of the Australian Property Growth Fund, Jezzine Barracks Community Trust, and Deputy Chair of Townsville Grammar School. Mr Pickard is currently a member of various private company advisory boards.
Mr Pickard holds a Bachelor of Commerce. He is a Fellow of the Institute of Chartered Accountants Australia, a member of the Australian Institute of Company Directors, a registered company auditor and registered tax agent.
BComm, CA Dip. Share Trading and Investment GAICD
Mrs Boston was the Chief Executive Officer of GRT App Pty Ltd since April 2014 and during this time successfully made substantial changes to Omni Market Tide both operationally and strategically.
Mrs Boston holds a Bachelor of Commerce and is a Chartered Accountant with over 10 years’ experience as a non-executive Director across a range of industries. She has chaired company boards as well as board sub-committees particularly in the area of finance and risk management. Mrs Boston has completed the Company Directors Course Diploma run by the Australian Institute of Company Directors.
Previously Mrs Boston had senior executive experience at various banking institutions in the area of risk and compliance, as well as working as manager of audit services for PricewaterhouseCoopers.
If the Resolution for Mrs Boston’s election is not passed, her position as a Director will cease, however her position as chief executive officer of the Company will continue.
MR RICHARD DENNIS
BComm, LL.B
Mr. Dennis, is dual qualified in law and commerce, is a Non-Executive Director and Chair of the Audit and Risk Management Committee of ASX-listed Apiam Animal Health Limited and has other Non-Executive Board roles with Springfield Land Corporation, Vesta Living Communities, Gold Coast Private Health Network, Australia Super (QLD Advisory Board) and EWM Group.
Mr. Dennis developed a deep financial, operating, and cultural understanding of cross-border businesses in Asia while holding a succession of senior leadership roles at Ernst & Young. These roles included Deputy COO Asia-Pacific and CFO Asia Pacific (2010-2013). Mr. Dennis was a senior partner at Ernst & Young between 1991 and 2015 and led the establishment of the firm’s Australia China Business Group, which advised Australian and Chinese clients on bilateral trade and investment initiatives. Mr Dennis was Managing Partner of EY in Queensland from 2001-2007 and again from 2014-2015 and was a member of the Queensland Government’s inaugural Queensland China Council in 2007.
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MR GLENN VASSALLO
MR ROSS BLAIR-HOLT
B.Comm, LL.B
Mr Vassallo is a founder of GRT Lawyers , GRT Foundation and GRT App Pty Ltd (which was acquired by SWW Energy Ltd and renamed OMT). As the managing Director of GRT Lawyers, Mr Vassallo is passionate about working with his highly sophisticated national and international clients to implement their corporate strategy.
Mr Vassallo has significant experience in formulating and executing complex corporate transactions (including IPOs, takeovers and other equity capital market transactions) with a particular focus on national and international stock and security exchanges. He also has significant high-end complex litigation experience.
BComm, FCPA
Mr Blair-Holt is currently a Director of Australian Leisure and Hospitality Group Pty Ltd (ALH Group), a joint venture between Woolworths Limited and the Mathieson family. Mr Blair-Holt is a Director of all companies in the Bruce Mathieson Group. Mr Blair-Holt is also a member of the ALH Audit Committee. The ALH Group owns approximately 325 hotels and 520 retail outlets across Australia.
Mr Blair-Holt holds a Bachelor of Commerce, is a Fellow of the Certified Practicing Accountants Australia (FCPA) and brings a wealth of commercial, banking, transactional and accounting expertise.
Mr Vassallo has been a long standing member of the Law Council of Australia Company Law Committee and the Queensland Law Society Company Law Committee, and has listed ASX board experience. Mr Vassallo holds a Bachelor of Laws and Commerce and is admitted to the Supreme Court of Queensland and the High Court of Australia.
On 26 February 2016, Mr Vassallo was voted by his peers for inclusion in the Ninth Edition of The Best Lawyers in Australia for Equity Capital Markets.
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ENQUIRIES
Shareholders are requested to contact the Company Secretary, Mr Oliver Kidd, on +61 2 8566 6888 if they have any queries in respect of the matters set out in these Meeting Materials. If you do not understand any aspect of the Meeting Materials or are unsure about how to vote in respect of a Resolution, you should seek advice from your lawyer, accountant or other professional adviser.
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In the Notice of Meeting and Explanatory Memorandum
GLOSSARY SECTION
| AEST | means Australian Eastern Standard Time. |
|---|---|
| AGM or Annual General Meeting | means an annual general Meeting. |
| ASX | means the Australian Securities Exchange, operated by ASX Limited |
| ACN 008 624 691. | |
| ASX Listing Rules | means the ofcial rules of the ASX. |
| Board | means the board of Directors of the Company. |
| Chair or Chairman | means the chairman of the Meeting. |
| Closely Related Party | has the meaning given to it in the Corporations Act, being in relation to |
| a member of the Key Management Personnel: | |
| a.a spouse or child of the member; | |
| b.a child of the member’s spouse; | |
| c.a dependent of the member or the member’s spouse; | |
| d.anyone else who is one of the member’s family and may be expected to | |
| infuence the member, or be infuenced by the member, in the member’s | |
| dealing with the entity; | |
| e.a company the member controls; or | |
| f.a person prescribed by the Corporations Regulations 2001 (Cth). | |
| Company or OMT | means Omni Market Tide Ltd ACN 096 687 839. |
| Constitution | means the constitution of the Company. |
| Corporations Act | means the Corporations Act 2001 (Cth). |
| Director | means a Director of the Company. |
| Direct Voting Regulations | means the direct voting regulations governing the direct voting at the |
| Meeting available at_omnimarkettide.com/directvotingregulations._ | |
| Explanatory Memorandum | means this explanatory memorandum that accompanies and forms part |
| of the Notice of Meeting. | |
| Key Management Personnel or | has the same meaning as in the accounting standards issued by the |
| KMP | Australian Accounting Standards Board and means those persons having |
| authority and responsibility for planning, directing and controlling the | |
| activities of the Company, or if the Company is part of a consolidated entity, | |
| of the consolidated entity, directly or indirectly, including any Director | |
| (whether executive or otherwise) of the Company, or if the Company is | |
| party of a consolidated entity, of an entity within the consolidated group. | |
| Meeting | means the AGM of the Company to be convened by the Notice of Meeting. |
| Meeting Materials | means the Notice of Meeting, Explanatory Memorandum and Voting Form. |
| Notice of Meeting | means this notice of the Company's 2016 AGM. |
| OmniLOOP | means the smartphone application named “OmniLOOP”, available on the |
| Apple App Store and the Google Play Store. | |
| Push Notifcation | means a notifcation sent to a smartphone or smart device by an app without |
| the app being open. | |
| Record Date | means 10:00am (AEST) on 28 May 2016. |
| Remuneration Report | means the remuneration report set out in the Directors’ Report of the |
| Company’s annual fnancial report for the year ended 31 December 2015. | |
| Resolution | means each resolution set out in the Notice of Meeting, or any one of them, |
| as the context requires. | |
| Share | means a fully paid ordinary share in the Company. |
| Shareholder | means a holder of one or more Shares. |
| User Guide | means the User Guide made available together with this Notice of Meeting |
| and online at_omnimarkettide.com/userguide._ | |
| Voting Form | means the voting form accompanying the Notice of Meeting. |
27
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Level 1, 200 Toorak Road South Yarra VIC 3141 T 03 8566 6888 F 03 8566 6889 E [email protected]
omnimarkettide.com.au
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Name/Address 1
Name/Address 2 Name/Address 3 Name/Address 4
All correspondence to:
- By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
7 By Fax +61 2 9290 9655
- : Online www.boardroomlimited.com.au
( By Phone (within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600
Name/Address 5 Name/Address 6 Name/Address 6
YOUR VOTE IS IMPORTANT
YOU MAY VOTE VIA OMNILOOP USING THE VOTING ACCESS CODE DETAILED AT STEP 3 BELOW
For your vote to be effective it must be recorded before 10.00am AEST on Saturday, 28 May 2016.
: TO VOTE ONLINE
BY SMARTPHONE (ONLINE, NOT VIA OMNILOOP)
STEP 1: VISIT www.votingonline.com.au/omniagm2016
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STEP 2: Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): VAC_XXX
Scan QR Code using smartphone QR Reader App
PLEASE NOTE: For security reasons it is important you keep the above information confidential.
TO VOTE BY COMPLETING THE VOTING FORM
The voting form can be used to either vote directly (Section 1) OR appoint a proxy to vote on your behalf (Section 2).
SECTION 1: DIRECT VOTING
If you wish to vote directly, you should clearly mark the box in Section 1 and the boxes in Section 3 to indicate your voting instruction for each item. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box if you are voting directly. If no direction is given on an item, or if you complete both the boxes in Section 1 and 2, your vote may be passed to the Chairman of the Meeting as your proxy. Securityholders, custodians and nominees may identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid. The Chairman’s decision as to whether a direct vote is valid is final and conclusive.
SECTION 2: APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Section 2. If you wish to appoint someone other than the Chairman 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 Chairman 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.
To appoint a second proxy you must:
(a) Complete two Proxy Forms. On each 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 Proxy Forms together in the same envelope.
SECTION 3: VOTING DIRECTIONS
To cast your direct vote or to direct your proxy how to vote, place a mark in 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.
SECTION 4: 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.
Company: 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.
LODGEMENT
Voting 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 10.00am AEST on Saturday, 28 May 2016. Any Voting Form received after that time will not be valid for the scheduled Meeting.
Voting forms may be lodged using the enclosed Reply Paid Envelope or:
: Online www.votingonline.com.au/omniagm2016 By Smartphone Scan the QR Code 7 By Fax +61 2 9290 9655
- By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
Level 12, Grosvenor Place, 225 George Street, Sydney NSW 2000 Australia
- In Person
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
Omni Market Tide Limited ACN 096 687 839 Company Limited ABN XX XXX XXX XXX
S_XXXXXXXXX
Name/Address 1 Name/Address 2 Name/Address 3 Name/Address 4 Name/Address 5 Name/Address 6
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.
VOTING FORM
SECTION 1: DIRECT VOTING
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I/We being a Securityholder/s of Omni Market Tide Limited ( Company ) and entitled to attend and vote hereby vote directly for the Annual General Meeting of the Company to be held at the Gadwall Suite, The Como Hotel Melbourne, 630 Chapel Street, South Yarra, VIC 3141 on Monday, 30 May 2016 at 10.00am AEST and at any adjournment of that Meeting (mark box). You should mark 'FOR', 'AGAINST' or 'ABSTAIN' for each item in Section 3.
APPOINTMENT OF PROXY
SECTION 2:
I/We being a Securityholder/s of the Company and entitled to attend and vote hereby appoint:
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the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman 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
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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Gadwall Suite, The Como Hotel Melbourne, 630 Chapel Street, South Yarra, VIC 3141 on Monday, 30 May 2016 at 10.00am (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.
The Chairman of the Meeting authorised to exercise undirected proxies on remuneration related matters (Resolution 1): If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of the resolutions, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of each resolution.
The Chairman of the Meeting will vote all undirected proxies in favour of all Items of business. If you wish to appoint the Chairman of the Meeting as your proxy with a direction to vote against, you must provide a direction by marking the 'Against' box opposite that resolution.
SECTION 3: VOTING DIRECTIONS
For Against Abstain*
Resolution 1 Adoption of Remuneration Report Resolution 2 Re-Election of Director – Mrs Megan Boston Resolution 3 Re-Election of Director – Mr Kenneth Pickard Resolution 4 Re-Election of Director – Mr Richard Dennis Resolution 5 Re-Election of Director – Mr Glenn Vassallo Resolution 6 Re-Election of Director – Mr Ross Blair-Holt
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- 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.
SECTION 4: SIGN THE FORM
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 / / 2016
OMT AGM 30TH MAY 2016 LIVE BROADCAST
USER GUIDE
GET INVOLVED FROM THE COMFORT OF YOUR OWN PHONE
Download the OmniLOOP App
Stream the meeting live
Ask questions online
Make your vote count
HOW DO YOU CONNECT?
OMNILOOP EMPOWERS YOU TO BE CONNECTED WITH YOUR INVESTMENTS IN REAL TIME
AN AUSTRALIAN FIRST
OmniLOOP is a real time investor engagement application, giving you access to latest announcements, share price information, and for the first time in Australia - resolution voting direct from your mobile.
With a secure validation process, OmniLOOP puts investor information at your fingertips wherever you are.
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STEP 1 DOWNLOAD OMNILOOP
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ACTION NOW
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1
Open the App Store or Google Play on your mobile device
2
Search ‘OmniLOOP’ and install the application
3
Open the application once installation is complete and select ’sign up’
STEP 2 SIGN UP & ADD TO WATCHLIST
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1 4
2
3
Search ‘OMT’ within the
search field, top of screen,
then select Omni Market
Tide Ltd from list.
ACTION NOW
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5
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Tap the plus icon to add Omni Market Tide to your Watchlist and follow prompts.
Fill in your personal details to sign up.
STEP 3 HOW TO VOTE
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1 2
Enter your authentication
details. Confirm your details
before selecting submit.
Your voting access code (VAC) is
displayed on the attached Voting Form.
3
Select ‘Voting’ from the Omni
Market Tide main screen and
select item you wish to vote
on from list.
Make your
vote count
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Select voting type, then choose if you would like to vote ‘all of your shares’ or ‘part of your shares’. Meeting information can be displayed by tapping on Meeting Details.
Voting Open 28 April Noon – 28 May 10am
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4
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Choose, ‘For’, ‘Against’ or ‘Abstain’ for each resolution.
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5
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Review the summary before selecting ‘Ok’ to confirm your voting submission.
STEP 4 VIEW THE LIVE AGM
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30 MAY 2016, 10AM 1
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Get involved
Stream the meeting live Ask questions online Make your vote count
Select ‘Live AGM’ from the Omni Market Tide main screen to view the live broadcast.
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CONNECT TO YOUR INVESTMENTS TODAY
We’ve built the most intuitive investor relations mobile application, ready for you to use. Download the app to access listed companies information you need to see and action.
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FOR OPTIMAL LIVE AGM BROADCAST
Download OmniLOOP prior to the AGM on 30 May
Ensure you are connected to the internet
For further information on Omni Market Tide please visit omnimarkettide.com
TROUBLESHOOTING
Should you experience any issues with OmniLOOP prior to the AGM, or on the day, please contact the Omni Market Tide team
+61 3 85 666 888 [email protected] Twitter #OMTAGM
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Level 1, 200 Toorak Road South Yarra VIC 3141 T 03 8566 6888
F 03 8566 6889
omnimarkettide.com.au