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KELSIAN GROUP LIMITED — AGM Information 2021
Sep 23, 2021
65187_rns_2021-09-23_73857358-7e47-4c77-b25e-f17eb709e072.pdf
AGM Information
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SEALINK TRAVEL GROUP LIMITED Level 3, 26 Flinders Street Adelaide, South Australia 5000 Tel (08) 8202 8688 www.sealinktravelgroup.com.au
24 September 2021
The Manager Company Announcements Office ASX Limited Level 5, 20 Bridge Street SYDNEY NSW 2000 Via ASX Online
2021 ANNUAL GENERAL MEETING – NOTICE OF MEETING
SeaLink Travel Group Limited (ASX:SLK) (“ SeaLink ”) will be holding its 2021 Annual General Meeting (“AGM”) on Tuesday 26 October 2021 at 11.00am Adelaide time (ACDT).
Attached are copies of the following documents in relation to the AGM:
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Notice of Annual General Meeting 2021
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Proxy Form
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Virtual Meeting Guide
Authorised for lodgement with the ASX by the Company Secretary
Further information
For further information, please contact:
Clint Feuerherdt, Group Chief Executive Officer, +61 8 8202 8659 Andrew Muir, Chief Financial Officer, +61 8 8202 8693
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Notice of Annual General Meeting and Explanatory Notes SeaLink Travel Group Limited ACN 109 078 257
Date: Tuesday 26[th] October, 2021 Time: 11:00 a.m. Adelaide time (ACDT) Place: Virtual Meeting
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Contents
| Contents | |
|---|---|
| Page | |
| Notice of Annual General Meeting | 3 |
| Explanatory Notes (which form part of the Notice of Meeting) | 7 |
| Proxies and Voting | 13 |
Accompanying Documents
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Proxy Form
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Virtual Meeting Guide
A letter has been sent to all shareholders setting out a URL for viewing or downloading this Notice and the accompanying documents electronically ( Shareholder Letter ). A hard copy version of the Notice has been sent to those who elected to receive the Notice in hard copy prior to dispatch date. If you are a shareholder who did not receive a hard copy Notice or a Shareholder Letter by email or post and did not receive a URL to this Notice and a Proxy Form, please contact the Share Registry (see below for details).
Important Dates
Voting Entitlement date: 6:30 p.m., Adelaide time on Sunday 24[th] October 2021 Deadline for return of Proxy Forms: 11:00 a.m., Adelaide time on Sunday 24[th] October 2021 Date and time of Meeting: 11:00 a.m., Adelaide time on Tuesday 26[th] October 2021
Meeting Procedure
The Meeting will be conducted by the Chair, subject to the discretion of the Chair to adjourn or reconvene the Meeting. Each resolution will be voted on separately.
Share Registry Details
Boardroom Pty Limited
Level 12, 225 George Street Sydney, NSW, 2000
Contact
T: 1300 737 760 F: +61 2 9290 9655
Email : [email protected] www.boardroomlimited.com.au
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Notice of Annual General Meetin g
Notice is hereby given that the SeaLink Travel Group Limited ( SeaLink or Company ) Annual General Meeting of Shareholders ( AGM or Meeting ) will be held on Tuesday 26[th] October 2021 at 11:00 a.m. Adelaide time (ACDT) as a virtual meeting.
The Board has considered the ongoing public health concerns related to the COVID-19 pandemic, the health and safety of our shareholders, our people and the community, and decided that SeaLink’s 2021 AGM will be held fully online (virtually) instead of at a physical location. There will not be a physical venue for shareholders to attend.
Attached to and forming part of this Notice of Meeting are the Explanatory Notes that provide shareholders with background information and further details in understanding the reasons for and the effect of the Resolutions if approved. This information is presented in accordance with the regulatory requirements of the Corporations Act 2001 (Cth) ( Corporations Act ).
Shareholders and proxyholders who wish to participate in the AGM in real time may do so online, which will allow shareholders and proxyholders to listen to and view a webcast, comment or ask questions in writing, and vote online. Shareholders and proxyholders may also speak or ask a question verbally by following the instructions set out below.
Persons registered as guests may also listen to and view the AGM webcast.
Proxy Voting and Proxyholder Participation
SeaLink encourages all shareholders to cast their votes at the meeting by appointing a proxy (preferably the Chair of the Meeting) ahead of the meeting by completing the Proxy Form accompanying the Notice of Meeting.
The entitlement for Members to vote at the Meeting will be determined by reference to those persons on the register of Members as at 6.30 p.m. Adelaide time (ACDT) on Sunday 24[th] October 2021.
The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company at least 48 hours before the time for holding the Meeting (being no later than 11:00 a.m. Adelaide time (ACDT) on Sunday 24[th] October 2021) at the Company's share registry, Boardroom Pty Ltd:
� Online www.votingonline.com.au/slkagm2021
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By Fax + 61 2 9290 9655
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By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
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In Person Level 12, 225 George Street, Sydney NSW 2000 Australia
Live Meeting Participation (including voting)
Shareholders and proxyholders will be able to participate in the meeting online by entering the following URL into the browser on their computer, mobile phone or device:
https://web.lumiagm.com/302748013
Attending the meeting online enables shareholders and proxyholders to listen to the AGM webcast, to see the presentation materials, and to also ask questions and vote online at the appropriate times whilst the meeting is in progress. Shareholders and proxyholders may also speak at the meeting and ask questions verbally – see below for more details.
More information regarding participating in the AGM can be found by visiting
www.boardroomlimited.com.au/agm/sealink2021 or in the Virtual Meeting Guide accompanying this Notice of Meeting.
In the event of a technological failure that prevents shareholders and proxyholders from having a reasonable opportunity to participate in the Meeting, SeaLink will provide an update on its website and the ASX platform to communicate the details of the postponed or adjourned Meeting to shareholders.
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Webcast
The meeting will be webcast live via the Lumi website. If you are not a shareholder or a proxyholder, you may listen to and view the webcast by using the following URL into the browser on their computer, mobile phone or device: https://web.lumiagm.com/302748013 and registering online as a guest. Those people viewing the webcast through the Lumi website and who have registered as a guest will not be able to vote or ask questions.
Questions and Speaking at the Meeting
Shareholders and proxyholders may lodge questions prior to the meeting via the AGM page hosted by our share registry www.boardroomlimited.com.au/agm/sealink2021 or by email to [email protected].
Shareholders and proxyholders may also speak and ask questions during the Meeting, either online in writing or verbally, by registering on the online Lumi system which will be open throughout the Meeting. Questions or comments may be submitted either (a) online through the Lumi platform during the Meeting or (b) by following the instructions and dialling the number that will be provided to shareholders and proxyholders through the Lumi platform.
The Chair of the Meeting will endeavour to address as many of the more frequently raised relevant questions and comments as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions and comments raised. Please note that individual responses will not be sent to shareholders.
Interpretation
A number of defined terms are used in the Notice of Meeting. These terms are contained in the Explanatory Notes and the Proxy Form.
Future alternative arrangements
If it becomes necessary to make future alternative arrangements for holding the Meeting, we will give shareholders as much notice as practicable. Shareholders should monitor the Company’s websites and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for holding or conduct of the Meeting.
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Agenda
Ordinary Business of the Meeting
1. CONSIDERATION OF FINANCIAL STATEMENTS
To receive and consider the financial report, the Chair’s report and the Auditor’s report for the year ended 30[th] June 2021.
Each year, we are required to communicate information to shareholders, including annual reports, notices of meetings and other advices. The Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 provides us with the ability to make the annual financial report available on a website and provide a hard copy of the annual report only to those Members who elect to receive them in that form, subject to certain administrative requirements. We have made the 2021 Annual Report available online at: - - http://www.sealinktravelgroup.com.au/investor centre/company reporting
2. ADOPTION OF REMUNERATION REPORT
To consider and if thought fit to pass the following motion as a non-binding ordinary resolution:
“That the Remuneration Report, as set out in the Directors’ Report for the Company and its controlled entities for the financial year ended 30[th] June 2021, be adopted”.
Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement for Resolution 2
In accordance with Section 250R(4) of the Corporations Act, the Company will disregard any votes cast (in any capacity) on Resolution 2 by any Key Management Personnel, the details of whose remuneration are included in the Remuneration Report, and any closely related party (as defined in the Corporations Act) ( Closely Related Party ) of such Key Management Personnel.
However, a person described above may cast a vote on Resolution 2 if the vote is not cast on behalf of a person described above and either:
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(a) the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or
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(b) the Chair of the Meeting is appointed as proxy and the Proxy Form does not specify the way the proxy is to vote on the resolution and 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 Key Management Personnel.
The Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the stated voting intentions of the Chair of the Meeting.
3. RE-ELECTION OF DIRECTOR – MS. FIONA HELE
To consider and if thought fit to pass the following motion as an ordinary resolution: ‘That Fiona Hele, who retires in accordance with clause 59.4 of the Company’s Constitution and Listing Rule 14.4, be re-elected as a Director of the Company’.
4. RE-ELECTION OF DIRECTOR – MR. TERRY DODD
To consider and if thought fit to pass the following motion as an ordinary resolution:
‘That Terry Dodd, who retires in accordance with clause 59.1 of the Company’s Constitution, be re-elected as a Director of the Company’.
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Special Business of the Meeting
5. APPROVAL OF FINANCIAL ASSISTANCE
To consider and if thought fit to pass the following motion as a special resolution:
‘That, for the purposes of section 260B(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for financial assistance to be provided by the Acquired Company (as defined in the Explanatory Notes accompanying this resolution), in connection with the acquisition by the Company of all of the issued shares in the Acquired Company, as described under the heading ‘Agenda Item 5. Approval of Financial Assistance” in the Explanatory Notes’.
6. CHANGE OF COMPANY NAME
To consider and if thought fit to pass the following motion as a special resolution:
‘That, for the purpose of section 157(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, the Company’s name is changed from SeaLink Travel Group Limited to Kelsian Group Limited and all references in the Company’s constitution be updated accordingly.’
7. MODIFICATION TO THE CONSTITUTION
To consider and if thought fit to pass the following motion as a special resolution:
‘That, for the purpose of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Company’s Constitution is altered by making the amendments contained in the document tabled at the Annual General Meeting and signed by the Chair of the meeting for the purposes of identification.”
8. OTHER BUSINESS
To transact any other business that may be brought forward in accordance with the Company’s Constitution.
The Explanatory Notes attached to this Notice form part of this Notice. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Notes.
By order of the Board.
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Joanne McDonald Company Secretary 24 September 2021
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Explanatory Notes
The Explanatory Notes accompany the Notice of Annual General Meeting for SeaLink Travel Group Limited ACN 109 078 257 ( Company or SeaLink ) to be held on Tuesday, 26[th] October 2021 at 11:00 a.m., Adelaide time (ACDT) as a virtual meeting.
Information relevant to the business to be considered at the Annual General Meeting is provided in these Explanatory Notes and shareholders should read this document in full.
AGENDA ITEM 1. CONSIDERATION OF FINANCIAL STATEMENTS
The financial statements for consideration at the AGM are included in the Company’s 2021 Annual Report, and consist of the financial statements of the Company for the financial year ended 30[th] June 2021, the notes to those financial statements, the Directors’ Report, the Directors’ Declaration and the auditor’s report including their Independence Statement.
The 2021 Annual Report is available on SeaLink’s website at www.sealinktravelgroup ~~.c~~ om.au and via www.boardroomlimited.com.au/agm/sealink2021.
Neither the Corporations Act 2001 (Cth) ( Corporations Act ) nor the Company’s constitution requires the Members to vote on the financial statements or the accompanying reports. However, Members will be given the opportunity to raise questions or comments on the financial statements at the AGM:
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by lodging written questions prior to the meeting via www.boardroomlimited.com.au/agm/sealink2021 or email to [email protected];
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during the meeting by submitting written comments or questions through the Lumi platform, or verbally by following the instructions and dialling the phone number that will be provided to shareholders and proxyholders through the Lumi platform.
In addition, Members will be given the opportunity to ask the Company’s auditor, Ernst & Young, questions relevant to the conduct of the audit, the independence of the auditor, SeaLink’s accounting policies and the preparation and content of the auditor’s report by any of the means set out above.
AGENDA ITEM 2. ADOPTION OF REMUNERATION REPORT
The Remuneration Report contained in the 2021 Annual Report is required to be considered by Members in accordance with section 250R of the Corporations Act. The Remuneration Report, which details SeaLink’s policy on remuneration of non-executive directors, executive directors and key executives is set out in the 2021 Annual Report.
The vote on the adoption of the Remuneration Report is advisory only and is not binding. However, the Board will consider the outcome of the vote and comments made by Members on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies and practices.
Further, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Members will be required to vote at the second AGM on a ‘Board spill resolution’ to determine whether another meeting should be held within 90 days at which all of the Company’s Directors (other than a Managing Director) must stand for re-election.
At the 2020 AGM, the Company’s Remuneration Report for the year ended 30 June 2020 did not receive a ‘no’ vote of 25% or more.
There are restrictions on who can vote in respect of any resolution to approve the Remuneration Report. A vote on this resolution must not be cast, and the Company will disregard any votes cast (in any capacity), by or on behalf of the following persons:
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(a) a member of the Key Management Personnel (as disclosed in the Remuneration Report); or
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(b) a Closely Related Party of such a member.
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However, a person described above may cast a vote on a resolution to approve the Remuneration Report if the vote is not cast on behalf of a person described above and either:
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(a) the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or
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(b) the Chair of the Meeting is appointed as proxy and the Proxy Form does not specify the way the proxy is to vote on the resolution and 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 Key Management Personnel.
Link between remuneration outcomes and performance
The Remuneration Report explains how SeaLink’s performance for the 2021 financial year has driven remuneration outcomes for our key executives. Strong results were recorded for SeaLink in FY21 notwithstanding the ongoing effects of COVID-19 on all of SeaLink’s operations. The resilience of the largely contracted earnings base, combined with operational repositioning, concerted targeting of domestic tourism business, and ongoing commitment of our people has yielded these outcomes for the company. The overall business performance of SeaLink in FY21 has been a significant achievement, with the management team continuing the operational and cultural integration of the Transit Systems Group business, and successfully navigating challenges to deliver excellent financial and operating results. Further detail can be found in the 2021 Annual Report.
Directors' Recommendation
The Board recommends that shareholders vote in favour of the Remuneration Report. The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 2.
Important information for Members:
In accordance with sections 250R(4) and (5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to this resolution unless the Shareholder expressly authorises the Chair to vote in accordance with the Chair’s stated voting intentions. Please note that if the Chair of the Meeting is your proxy (or becomes your proxy by default), by completing the Proxy Form accompanying the Shareholder Letter, you will expressly authorise the Chair to exercise your proxy on this resolution even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chair. You should be aware that the Chair of the Meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report.
Alternatively, if you appoint the Chair as your proxy, you can direct the Chair to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box on the Proxy Form.
As a further alternative, Shareholders can nominate as their proxy for the purposes of Resolution 2, a proxy who is not a member of the Company’s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies (subject to the Listing Rules).
AGENDA ITEM 3. RE-ELECTION OF MS. FIONA HELE
In accordance with clause 59.4 of the Company’s Constitution and Listing Rule 14.4, Ms Fiona Hele will retire at the Annual General Meeting and, being eligible, offers herself for re-election.
Fiona Hele is an experienced Company Director and Audit and Risk Chair. She is a Chartered Accountant with over 25 years’ experience in both the private and public sectors specialising in advising organisations on strategy, mergers and acquisitions, risk management, and corporate governance. Ms Hele has a strong commercial and finance background with a practical understanding across a range of diverse industries.
The Board considers that Ms Hele’s skills and experience are important given the Company’s focus on governance, risk and strategic growth activity. Ms Hele is considered by the Board to be an independent director. Ms Hele has a Bachelor of Commerce (BCom), is a Fellow of Chartered Accountants Australia and New Zealand (FCA) and a Fellow of the Australian Institute of Company Directors (FAICD).
Her current other Board positions include the Adelaide Venue Management Corporation, South Australian Water Corporation, Celsus Securitisation and the Independent Gaming Corporation (a not-for-profit company operating monitoring system for gaming machines in SA venues). Previous Directorships include the South Australian Tourism Commission and the Adelaide Fringe Festival. Ms Hele joined the Board on 13 September 2016 and is Chair of the Audit & Risk Committee.
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Directors' Recommendation
The Directors (other than Ms Hele who makes no recommendation) unanimously recommend that shareholders approve Resolution 3 for the re-election of Ms Fiona Hele as a Director of the Company. The Chair of the Meeting intends to cast undirected proxies in favour of this Resolution.
AGENDA ITEM 4. RE-ELECTION OF MR. TERRY DODD
In accordance with clause 59.1 of the Company’s Constitution, Mr Terry Dodd will retire at the Annual General Meeting and, being eligible, offers himself for re-election.
Mr Dodd has extensive experience in business management and the marine industry. After qualifying as a commercial diver in the USA and working as a commercial diver in the onshore and offshore oil and gas industry, he successfully established a recreational diving business and a travel agency in North Queensland, and was founder and former director of Sydney Fast Ferries. Mr Dodd is Managing Director and owner of Pacific Marine Group Pty Ltd, one of Australia's largest marine construction and commercial diving companies. Mr Dodd also has broad experience on boards and working with the community and stakeholders including through his roles for many years as founder of Magnetic Island Race Week, former Deputy Chairman of the Chamber of Commerce & Industry Queensland, and former Deputy Chair of the Australian Festival of Chamber Music (Townsville). In addition to his extensive practical board director experience, Mr Dodd has completed the Company Directors Course of the Australian Institute of Company Directors.
Mr Dodd joined the Board on 28 March 2011 and was previously Managing Director of Sunferries, a ferry transport business based in Townsville purchased by SeaLink in March 2011.
Mr Dodd is a member of the Company’s People, Culture and Remuneration Committee. The Board considers that Mr Dodd’s business skills, marine based experience and asset management knowledge are an important part of the overall Board skills composition mix. Mr Dodd is considered by the Board to be an independent director.
Directors' Recommendation
The Directors (other than Mr Dodd who makes no recommendation) unanimously recommend that shareholders approve Resolution 4 for the re-election of Mr Terry Dodd as a Director of the Company. The Chair of the Meeting intends to cast undirected proxies in favour of this Resolution.
AGENDA ITEM 5. APPROVAL OF FINANCIAL ASSISTANCE
Section 260A of the Corporations Act prohibits a company from providing financial assistance to a person for the purposes of or in connection with the acquisition of shares in that company, unless the giving of assistance does not materially prejudice the interests of the company or its shareholders or the company’s ability to pay its creditors, or where the assistance is approved by shareholders in accordance with section 260B.
‘Financial assistance’ is given a broad meaning and includes the provision of anything required to carry out a transaction, including providing security over assets or giving a guarantee or indemnity in respect of another person’s liability.
Section 260B(2) of the Corporations Act provides that if the company providing financial assistance becomes a subsidiary of a listed company immediately after the acquisition of shares referred to in section 260A occurs, the financial assistance must also be approved by a special resolution passed at a general meeting of the listed company.
To pass a special resolution of SeaLink, at least 75% of the votes that are cast on the resolution must be in favour of the resolution.
Why shareholder approval is required
On 5 May 2021, SeaLink announced that it had agreed to acquire the Go West Tours business. This acquisition involved the purchase of 100% of the shares in S. V. Haoust Pty Ltd which owned assets and bus transport operations in regional Western Australia, primarily supporting the mining and resources sector. In addition, strategic property assets were acquired from Shrewd Pty Ltd for $3.8 million. The purchase price of $84.7 million (debt free and cash free basis, prior to completion adjustments, excluding any earn-out consideration, and including the properties) was funded through SeaLink’s existing bank facilities. The acquisition was completed on 1 July 2021.
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Accordingly, the acquisitions referred to above (‘Acquisition’) involved SeaLink directly or indirectly acquiring 100% of the shares in the following entity: S.V. Haoust Pty Ltd ACN 008 948 981 (the ‘Acquired Company’).
SeaLink has in place senior secured debt facilities of up to A$470 million with a club of senior lenders (“Lenders”) comprising of Australian and international (Australian branched) banks (‘Facilities Agreement’). SeaLink drew down amounts under the Facilities Agreement to fund the Acquisition.
Under the terms of the Facilities Agreement, SeaLink is required to procure that the Acquired Company accedes to the Facilities Agreement as an additional obligor. The effect of this is that the Acquired Company will:
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provide a guarantee and indemnity to the Lenders in respect of money and other obligations that may become owing under the Facilities Agreement; and
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grant a security interest in respect of all of the Acquired Company’s assets and undertakings.
Although the Lenders did not require the Acquired Company to take the actions set out above immediately following completion of the Acquisition, the Lenders require that such actions take place once SeaLink obtains all required shareholder approvals (and in any event no later than 15 December 2021).
As a result of the above, it is proposed that the Acquired Company will provide financial assistance, within the meaning of the Corporations Act, in connection with the Acquisition. As the Acquired Company is a subsidiary of SeaLink, the financial assistance to be provided by the Acquired Company must be approved by special resolution of SeaLink shareholders at a general meeting.
Effect of approving the financial assistance
Advantages of approving the financial assistance
The advantage for SeaLink of financial assistance being given by the Acquired Company is that it will allow SeaLink to continue to comply with its obligations under the Facilities Agreement and continue to have the benefit of available funding under the Facilities Agreement.
As part of the SeaLink group, the benefit for the Acquired Company in giving the financial assistance is that the Acquired Company will have access to more flexible capital and growth opportunities as a consequence of SeaLink complying with its obligations under the Facilities Agreement and being entitled, on an ongoing basis, to draw down funds under the Facilities Agreement.
Disadvantages of approving the financial assistance
Under the Facilities Agreement, SeaLink is directly liable in respect of amounts drawn down. Therefore, the provision of financial assistance by the Acquired Company is unlikely to adversely affect SeaLink in any material respect.
However, the substantial effect of the financial assistance on the Acquired Company is that, in giving the guarantee and security in favour of the Lenders, the Acquired Company becomes liable (with the other SeaLink obligors) to pay the Lenders any amounts outstanding under the Facilities Agreement in the event that SeaLink defaults on its payment obligations. The Acquired Company will also be subject to the undertakings provided by them as party of the Facilities Agreement.
Effect of not approving the financial assistance
If the financial assistance is not approved, SeaLink would be in breach of a requirement of its Facilities Agreement. This would lead to a period of negotiation between SeaLink and the Lenders, one outcome of which could be the Lenders cancelling SeaLink’s ability to draw down funds under the Facilities Agreement and declaring any funds drawn down previously as immediately due and payable. In that case, SeaLink may have to negotiate alternative financing and would expect to incur additional costs and transaction fees with no certainty on refinancing terms.
Disclosure
The Directors of the Company consider that these Explanatory Notes contain all information known to the Company that would be material to the decision of the Company’s shareholders on how to vote on the financial assistance resolution set out in Agenda Item 5, other than information that would be unreasonable to include because it had previously been disclosed to shareholders.
Notice to ASIC
As required by section 260B(5) of the Corporations Act, copies of this Notice and the Explanatory Notes were lodged with ASIC before being sent to shareholders.
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Directors' Recommendation
The Directors unanimously recommend that shareholders approve resolution 5 to approve the financial assistance to be provided by the Acquired Company. The Chair of the Meeting will be casting undirected proxies in favour of this resolution.
AGENDA ITEM 6. CHANGE OF COMPANY NAME
Shareholder approval is sought to change the Company’s name from SeaLink Travel Group Limited to Kelsian Group Limited. In accordance with section 157 of the Corporations Act, if a company wishes to change its name, it must pass a special resolution of shareholders to adopt the new name.
Since its beginnings in 1989, SeaLink Travel Group Limited (the Company) has experienced a remarkable period of growth, evolving from a South Australian ferry service to one of Australia’s largest multi-modal land and water public transport and tourism provider with international public bus transport operations in Singapore and London. The Company now has approximately 9,000 employees, operates approximately 3,800 buses and 117 vessels and carried more that 207 million customers in FY2021.
The change of Company name responds to this transformational growth and diversification and helps to set us up for continued growth into the future. It is appropriate at this point in the Company’s evolution, with subsidiaries delivering a much wider range of service offerings across a portfolio of brands, to change the Company name to better align with our growth plans. The change in Company name will only impact the parent company ASX listed brand as the local and customer-facing brands will not change in any way.
If the change of name is approved, the Board will request that ASX change the Company’s ASX listing code from “SLK” to “KLS”.
Directors' Recommendation
The Directors unanimously recommend that shareholders approve Resolution 6 to change the Company’s name to Kelsian Group Limited and update references to the name in the Company’s constitution. The Chair of the Meeting intends to cast undirected proxies in favour of this Resolution.
AGENDA ITEM 7. MODIFICATION TO CONSTITUTION
The Company has not amended its Constitution since its Listing in 2013. However, in light of recent temporary legislative changes and proposed permanent changes to the Corporations Act to facilitate the conduct of general meetings by virtual meeting technology, the Board considers that it is appropriate to update the Company’s Constitution to:
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clarify references to the use of technology in conjunction with general meetings; and
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incorporate features to allow for direct voting.
Pursuant to section 136(2) of the Corporations Act, these amendments must be approved by a special resolution of shareholders.
During 2020 and 2021, temporary changes to the Corporations Act permitted the use of technology to help with the conduct of general meetings in light of COVID-19 implications for the community and restrictions on travel and business operations. Those temporary measures facilitate holding general meetings using virtual meeting technology (including use of direct voting) whereby shareholders may ask questions and participate electronically in real-time rather than attend the meeting at a physical venue. The Company expects similar changes to be enacted on a more permanent basis, which may be subject to a requirement that the Company’s Constitution permit general meetings to be held solely by virtual meeting technology.
After considering the health and interests of its shareholders, employees and community, SeaLink has adopted a virtual format for its 2020 and 2021 AGM in reliance on those temporary measures. SeaLink hopes in future to hold shareholder general meetings in person once again if that is in the best interests of its shareholders and the community. However, the Company acknowledges the need for flexible and alternative meeting approaches to be available in light of the recent uncertainty that border restrictions and community health have highlighted.
A copy of the Constitution marked up to show the proposed amendments designed to achieve this flexibility is - - available prior to the meeting from SeaLink’s website www.sealinktravelgroup.com.au/investor centre/company reporting or by contacting the Company Secretary via [email protected].
The principal proposed amendments are summarised below:
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Virtual Meetings
The Company has reviewed the existing references in the Constitution regarding use of technology in conducting meetings, and proposes to make minor changes to clarify that entirely virtual meetings which give shareholders as a whole a reasonable opportunity to participate (either orally or in writing) are permitted.
In addition, three new clauses have been included, as follows:
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clauses 34.5 and 34.6, which provide that the Chair may either adjourn or continue to hold any meeting impacted by a technical difficulty, glitch or failure in technology, and the inability of one or more shareholders to access or continue to access a virtual meeting facility does not impact the validity of the meeting provided that shareholders who were able to access the virtual meeting facility constituted a quorum; and
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clause 34.2A, which provides that documents can be tabled at a general meeting by giving a copy of the document to shareholders before or at the general meeting, or by screencasting the document in a way that is reasonable to shareholders as a whole during the general meeting.
Implementation of Direct Voting
A new clause 54A is proposed to be inserted into the Constitution to enable the Company to permit shareholders to vote directly on resolutions considered at a shareholder meeting without attending the meeting in person or appointing a proxy.
This new rule will also permit the Board to make regulations about the mechanics of the direct voting procedure. At meetings where direct voting is used, shareholders will be able to cast votes before the meeting by physical means (such as by post) and electronic means approved by the Directors (which could include sending their vote by fax or email, or voting using a website voting platform).
Shareholders will still be able to appoint proxies if they wish, even at meetings where direct voting is used. Direct voting is intended to enhance shareholder participation by providing an additional method for votes to be cast, and one that does not require a shareholder to attend the meeting or appoint another person to vote on their behalf as proxy.
Direct voting encourages more shareholders to vote at meetings and enables more effective engagement with shareholders especially where attending physical meeting locations is restricted due to travel or other health rules. The ASX Corporate Governance Council has historically encouraged listed companies to adopt electronic communications to improve access and participation by shareholders not able to attend meetings in person well before the impacts of COVID-19 occurred.
Name
The Constitution is also proposed to be amended to reflect the Company’s change of name should that be approved at the Meeting.
Directors' Recommendation
The Directors unanimously recommend that shareholders approve Resolution 7 for the modifications to the Constitution. The Chair of the Meeting intends to cast undirected proxies in favour of this Resolution.
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Proxies and Voting
Determination of Shareholders’ Right to Vote
For the purposes of this Meeting, shares will be taken to be held by persons who are registered as Members as at 6:30p.m. Adelaide time (ACDT) on Sunday 24[th] October 2021. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Meeting.
Voting by poll
All resolutions at the Meeting will be voted on by poll.
Virtual Meeting
After considering the interests of the health and safety of shareholders, staff and other stakeholders the Board has decided to hold this year’s meeting virtually. Unfortunately, shareholders will not be able to physically attend the meeting.
We are providing shareholders and proxyholders with the opportunity to participate in the AGM online through the Lumi platform and also the opportunity to speak and ask questions verbally via the Lumi platform.
Voting by Corporate Representative
Body corporate shareholders may attend and vote during the meeting via corporate representative by using the Lumi website using the Voting Access Code found on the Proxy Form. Only one login per body corporate with voting rights will be permitted and any other people from the body corporate wishing to attend should register as guests to attend the meeting. By entering the body corporate’s Voting Access Code you will be taken to have certified to the Company pursuant to section 250D of the Corporations Act that you have been validly appointed as the body corporate’s representative to exercise all or any of the powers the body corporate may exercise at the AGM.
Appointment of a proxy
Even though the Meeting is being held entirely virtually, you may still participate by appointing a proxy prior to the Meeting. Due to COVID-19, we strongly recommend you appoint the Chair of the Meeting as your proxy and that you actively direct your proxy how to vote on each item of business by marking the appropriate boxes on the Proxy Form.
A shareholder who is entitled to cast two or more votes may appoint not more than two proxies to attend (virtually) and vote at the AGM on that shareholder’s behalf. A proxy need not be a shareholder of the Company. If you appoint two proxies, you may specify the proportion or number of votes each proxy is appointed to exercise. If no such proportion is specified, each proxy can exercise half of the shareholder's voting rights.
If the appointment of a proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. However, unless the proxy is required by law to vote, the proxy may decide not to vote on that item. All directed proxies that are not voted on a poll at the AGM will automatically default to the Chair, who is required to vote the proxies as directed. Any undirected proxies on a given resolution may be voted on by the appointed proxy as they choose, subject to voting exclusions as described previously.
In the case of shares jointly held by two or more persons, any joint holder may appoint a proxy but if more than one is present at the Meeting (either in person or by proxy or attorney or representative) the joint holder whose name appears first in the Company's share register shall alone be entitled to vote in respect of those shares.
Members who wish to appoint a proxy may do so by returning a completed Proxy Form in addition to the power of attorney or other authority (if any) under which it is signed (or a certified copy) to the Company through its share registry.
Lodging a Proxy Form
To be effective, the completed Proxy Form, together with any relevant power of attorney, must be received at the Company’s share registry - Boardroom Pty Limited - not less than 48 hours before the time for holding the Meeting, which is 11:00 a.m. Adelaide time (ACDT) on Sunday 24[th] October 2021. Members can also submit their proxy voting instructions on-line at http://www.votingonline.com.au/slkagm2021.
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The Proxy Form can be returned either by:
� Online www.votingonline.com.au/slkagm2021 � By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia � In Person Level 12, 225 George Street Sydney NSW 2000 Australia
Participating at the meeting
You will be able to participate in the Meeting via the Lumi platform using your computer, your mobile phone or device and entering this link in your browser to register:
https://web.lumiagm.com/302748013
Further information about how to log in to the Lumi platform, to register for the Meeting, and to participate in the Meeting as a shareholder or proxyholder is available in the Virtual Meeting Guide accompanying this Notice of Meeting.
Attending the meeting online enables shareholders and proxyholders to listen to the AGM webcast, to see the presentation materials and to also ask questions and vote online at the appropriate times whilst the meeting is in progress.
If you are not a shareholder or proxyholder you may listen to and view the webcast by registering online via the Lumi platform as a guest.
Asking questions – before and at the Meeting
You can submit a question or comment prior to the Meeting via the AGM page hosted by our share registry at www.boardroomlimited.com.au/agm/sealink2021 or by email to [email protected],au .
Written questions (including questions to the Auditor) should be submitted no later than midday on the business day before the Meeting, being Monday 24 October 2021. Written questions to the Auditor should relate to the content of the Auditor’s Report and the conduct of the Audit.
Shareholders and proxyholders may also speak and ask questions during the Meeting, either online in writing or orally by phone, by registering on the online Lumi system which will be open throughout the Meeting. Questions or comments may be submitted either (a) online through the Lumi platform during the Meeting or (b) by following the instructions and dialling the phone number that will be provided to shareholders and proxyholders through the Lumi platform.
The Chair of the Meeting will endeavour to address as many of the more frequently raised relevant questions and comments as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions and comments raised. Please note that individual responses will not be sent to shareholders.
The Auditor will also be in attendance at the Meeting.
Voting at the Meeting
As the meeting is being conducted as a fully virtual meeting in accordance with the amendments to the Corporations Act pursuant to the Treasury Laws Amendment (2021 Measures No.1) Act 2021 , voting on all items of business will be conducted on a poll. You may vote at the Meeting in one of two ways:
-
online during the Meeting using the Lumi platform; or
-
in advance of the Meeting, by appointing a proxy (preferably the Chair of the Meeting) online at www.votingonline.com.au/slkagm2021 or by sending your completed Proxy Form to the Company’s share registry in accordance with the instructions provided above, by 11:00am (Adelaide time) (ACDT) on Sunday 24[th ] October 2021 .
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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 11:00am Adelaide time (ACDT) on Sunday 24 October 2021.
� TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/slkagm2021 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 11:00am Adelaide time (ACDT) on Sunday 24 October 2021. 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/slkagm2021
-
� By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
-
� In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia
Attending the Meeting
The meeting is a fully virtual meeting which means you can participate online via the Lumi platform. To participate in the meeting online you will need the meeting ID, your username and password. Information about how to join the Meeting is in the Notice of Meeting and the Virtual Meeting Guide available with that Notice via the Share Registry or SeaLink website. You can also participate in the Meeting by appointing a proxy to attend and vote live at the Meeting, or by lodging a proxy vote online prior to the Meeting .
SeaLink Travel Group Limited ACN 109 078 257
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 SeaLink Travel Group Limited (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 Virtual AGM on Tuesday, 26 October 2021 at 11:00am Adelaide time (ACDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 2, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 2 is connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 2). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
| STEP 2 | VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called. |
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 calculatingthe required majorityif apoll is called. |
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 calculatingthe required majorityif apoll is called. |
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 calculatingthe required majorityif apoll is called. |
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 calculatingthe required majorityif apoll is called. |
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 calculatingthe required majorityif apoll is called. |
||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain* | ||||||
| Resolution 2 | Adoption of the Remuneration Report | |||||||
| Resolution 3 | Re-election of Director - Ms. Fiona Hele | |||||||
| Resolution 4 | Re-election of Director – Mr. Terry Dodd | |||||||
| Resolution 5 Special |
Approval of Financial Assistance | |||||||
| Resolution 6 Special |
Change of Company Name | |||||||
| Resolution 7 Special |
Modifications to the Constitution |
For Against Abstain*
STEP 3
SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021
Virtual Meeting User Guide 2021
Getting Started
In order to participate in the meeting, please go to https://web.lumiagm.com on a computer, laptop, smartphone, tablet or other smart device. You will need the following information:
Note : online registration will open 60 minutes before the start time of the meeting
| Meeting ID: 302-748-013 | ||
|---|---|---|
| Australian | Username: | Voting Access Code (VAC*) |
| Residents | Password: | Postcode of your registered address |
| Overseas | Username: | Voting Access Code (VAC*) |
| Residents | Password: | Three-character country code e.g. New Zealand – NZL. (A full list of |
| country codes can be found at the end of this guide.) | ||
| Appointed Proxy | To receive your Username and Password, please contact our share registry, | |
| Boardroom | Pty Ltd on 1300 737 760 or +61 2 9290 9600 between 8:30am to 5:30pm | |
| (Sydney time) Monday to Friday. |
- Voting Access Code (VAC) - can be located on the first page of your proxy form or on your notice of meeting email.
To join the meeting, you will be required to enter the above unique 9-digit meeting ID above and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.
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Virtual Meeting Guide 2021
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If you are a Shareholder , select ‘I have a login’ and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder, you will need to enter the unique Username and Password provided by Boardroom and select ‘ Login ’.
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If you are not a Shareholder or Proxyholder , select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.
Navigating
Once you have registered, you will be taken to the homepage which displays your name and meeting information.
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To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted, you may have to click the play button in the window to initiate the broadcast.
Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices.
NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.
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Virtual Meeting Guide 2021
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How to ask a Question or Speak at the Meeting
If you would like to ask a question:
The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavour to answer all questions at the Meeting.
Online questions
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Select the question icon
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Compose your question
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Select the send icon
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You will receive confirmation that your question has been received.
Asking questions verbally
If you are a Shareholder or Proxyholder and would like to speak or ask a question verbally, please follow the instructions in the LUMI platform by:
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Dialling the number shown on the main information page.
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Enter the meeting ID followed by #
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You will be asked for a participant pin, however simply press # to join the call (on joining the call you will be automatically muted)
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To ask a question press *9 to signal the moderator, wait for the moderator, then state your name and question or comment
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Once your question is answered, you will be free to leave the call or stay on the line and ask an additional question by pressing *9 again.
To Vote
If you would like to cast a vote:
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When the Chair declares the polls open, the resolutions and voting choices will appear
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Press the option corresponding with the way in which you wish to vote
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Once the option has been selected, the vote will appear in blue
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If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls
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Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed
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Need help?
If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you.
Virtual Meeting Guide 2021
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Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field
| ABW | Aruba | DZA | Algeria | LBY | Libyan Arab Jamahiriya | RWA | Rwanda |
|---|---|---|---|---|---|---|---|
| AFG | Afghanistan | ECU | Ecuador | LCA | St Lucia | SAU | Saudi Arabia Kingdom Of |
| AGO | Angola | EGY | Egypt | LIE | Liechtenstein | SDN | Sudan |
| AIA | Anguilla | ERI | Eritrea | LKA | Sri Lanka | SEN | Senegal |
| ALA | Aland Islands | ESH | Western Sahara | LSO | Lesotho | SGP | Singapore |
| ALB | Albania | ESP | Spain | LTU | Lithuania | SGS | Sth Georgia & Sth Sandwich Isl |
| AND | Andorra | EST | Estonia | LUX | Luxembourg | SHN | St Helena |
| ANT | Netherlands Antilles | ETH | Ethiopia | LVA | Latvia | SJM | Svalbard & Jan Mayen |
| ARE | United Arab Emirates | FIN | Finland | MAC | Macao | SLB | Solomon Islands |
| ARG | Argentina | FJI | Fiji | MAF | St Martin | SLE | Sierra Leone |
| ARM | Armenia | FLK | Falkland Islands (Malvinas) | MAR | Morocco | SLV | El Salvador |
| ASM | American Samoa | FRA | France | MCO | Monaco | SMR | San Marino |
| ATA | Antarctica | FRO | Faroe Islands | MDA | Republic Of Moldova | SOM | Somalia |
| ATF | French Southern | FSM | Micronesia | MDG | Madagascar | SPM | St Pierre And Miquelon |
| ATG | Antigua & Barbuda | GAB | Gabon | MDV | Maldives | SRB | Serbia |
| AUS | Australia | GBR | United Kingdom | MEX | Mexico | STP | Sao Tome And Principe |
| AUT | Austria | GEO | Georgia | MHL | Marshall Islands | SUR | Suriname |
| AZE | Azerbaijan | GGY | Guernsey | MKD | Macedonia Former Yugoslav Rep | SVK | Slovakia |
| BDI | Burundi | GHA | Ghana | MLI | Mali | SVN | Slovenia |
| BEL | Belgium | GIB | Gibraltar | MLT | Mauritania | SWE | Sweden |
| BEN | Benin | GIN | Guinea | MMR | Myanmar | SWZ | Swaziland |
| BFA | Burkina Faso | GLP | Guadeloupe | MNE | Montenegro | SYC | Seychelles |
| BGD | Bangladesh | GMB | Gambia | MNG | Mongolia | SYR | Syrian Arab Republic |
| BGR | Bulgaria | GNB | Guinea-Bissau | MNP | Northern Mariana Islands | TCA | Turks & Caicos Islands |
| BHR | Bahrain | GNQ | Equatorial Guinea | MOZ | Mozambique | TCD | Chad |
| BHS | Bahamas | GRC | Greece | MRT | Mauritania | TGO | Togo |
| BIH | Bosnia & Herzegovina | GRD | Grenada | MSR | Montserrat | THA | Thailand |
| BLM | St Barthelemy | GRL | Greenland | MTQ | Martinique | TJK | Tajikistan |
| BLR | Belarus | GTM | Guatemala | MUS | Mauritius | TKL | Tokelau |
| BLZ | Belize | GUF | French Guiana | MWI | Malawi | TKM | Turkmenistan |
| BMU | Bermuda | GUM | Guam | MYS | Malaysia | TLS | Timor Leste |
| BOL | Bolivia | GUY | Guyana | MYT | Mayotte | TMP | East Timor |
| BRA | Brazil | HKG | Hong Kong | NAM | Namibia | TON | Tonga |
| BRB | Barbados | HMD | Heard & Mcdonald Islands | NCL | New Caledonia | TTO | Trinidad & Tobago |
| BRN | Brunei Darussalam | HND | Honduras | NER | Niger | TUN | Tunisia |
| BTN | Bhutan | HRV | Croatia | NFK | Norfolk Island | TUR | Turkey |
| BUR | Burma | HTI | Haiti | NGA | Nigeria | TUV | Tuvalu |
| BVT | Bouvet Island | HUN | Hungary | NIC | Nicaragua | TWN | Taiwan |
| BWA | Botswana | IDN | Indonesia | NIU | Niue | TZA | Tanzania United Republic of |
| CAF | Central African Republic | IMN | Isle Of Man | NLD | Netherlands | UGA | Uganda |
| CAN | Canada | IND | India | NOR | Norway | UKR | Ukraine |
| CCK | Cocos (Keeling) Islands | IOT | British Indian Ocean Territory | NPL | Nepal | UMI | United States Minor |
| CHE | Switzerland | IRL | Ireland | NRU | Nauru | URY | Uruguay |
| CHL | Chile | IRN | Iran, Islamic Republic of | NZL | New Zealand | USA | United States of America |
| CHN | China | IRQ | Iraq | OMN | Oman | UZB | Uzbekistan |
| CIV | Cote D’ivoire | ISL | Iceland | PAK | Pakistan | VNM | Vietnam |
| CMR | Cameroon | ISR | Israel | PAN | Panama | VUT | Vanuatu |
| COD | Democratic Republic of Congo | ITA | Italy | PCN | Pitcairn Islands | WLF | Wallis & Futuna |
| COK | Cook Islands | JAM | Jamaica | PER | Peru | **WSM ** | Samoa |
| COL | Colombia | JEY | Jersey | PHL | Philippines | YEM | Yemen |
| COM | Comoros | JOR | Jordan | PLW | Palau | YMD | Yemen Democratic |
| CPV | Cape Verde | JPN | Japan | PNG | Papua New Guinea | YUG | Yugoslavia Socialist Fed Rep |
| CRI | Costa Rica | KAZ | Kazakhstan | POL | Poland | ZAF | South Africa |
| CUB | Cuba | KEN | Kenya | PRI | Puerto Rico | ZAR | Zaire |
| CYM | Cayman Islands | KGZ | Kyrgyzstan | PRK | Korea Dem Peoples Republic of | ZMB | Zambia |
| CYP | Cyprus | KHM | Cambodia | PRT | Portugal | ZWE | Zimbabwe |
| CXR | Christmas Island | KIR | Kiribati | PRY | Paraguay | ||
| CZE | Czech Republic | KNA | St Kitts And Nevis | PSE | Palestinian Territory Occupied | ||
| DEU | Germany | KOR | Korea Republic of | PYF | French Polynesia | ||
| DJI | Djibouti | KWT | Kuwait | QAT | Qatar | ||
| DMA | Dominica | LAO | Laos | REU | Reunion | ||
| DNK | Denmark | LBN | Lebanon | ROU | Romania | ||
| DOM | Dominican Republic | ||||||
| LBR | Liberia | RUS | Russian Federation |
Virtual Meeting Guide 2021
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