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MAGONTEC LIMITED AGM Information 2022

May 25, 2022

65327_rns_2022-05-25_24f2a29a-66e2-41e6-bb69-dd449205c8a3.pdf

AGM Information

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Suite 1.03, Level 1 46A Macleay St Potts Point NSW 2011 Australia Ph +61 2 8084 7813

26 May 2022

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street Sydney, NSW, 2000

Dear Sir/Madam,

MAGONTEC LIMITED MINUTES of ANNUAL GENERAL MEETING Held Wednesday 25 May 2022

Minutes of Magontec’s 2022 AGM held on Wednesday 25 May 2022 are attached.

Yours sincerely

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Mr John Talbot Company Secretary Magontec Limited

Contact details: +61 (0) 405 317 594

John Talbot, Company Secretary of Magontec Limited has authorised the release of this document to the market on 26 May 2022

Minutes of Magontec Limited AGM 25 May 2022

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----- Start of picture text ----- MINUTES OF THE ANNUAL GENERAL MEETING OF MEMBERS OF MAGONTEC LIMITEDHeld at 11:00 am on Wednesday 25 May 2022 in1. the meeting room of Boardroom Pty Limited at Level 12, Grosvenor Place, 225 George St Sydney NSW; and2. locations via online attendanceBOARD ATTENDING Mr N Andrews, Executive Chairman (and shareholder)PHYSICALLY: Mr R Kaye, Independent Director Chairman of Magontec’s Remuneration andNomination CommitteeBOARD ATTENDINGONLINE:BOARD APOLOGIES: Mr A Labuschagne Independent Director and member of Magontec’s Finance, Auditand Compliance Committee and Business Risk CommitteeMr Atul Malhotra Independent Director and Chairman of Magontec’s Finance, Auditand Compliance Committee, member of the Remuneration and AppointmentsCommittee and Business Risk CommitteeMr Li Zhongjun Non-Executive Director and member of Magontec’s Remunerationand Appointments CommitteeMAGONTEC SENIOR Mr Derryn Chin Chief Financial Officer (CFO) (and shareholder)EXECUTIVES IN Mr John Talbot, Company Secretary (and shareholder)ATTENDANCE: Ms Chloe Hua, Board Secretary and Financial Accountant (as an observer)OTHER ATTENDEES: Mr Justin Woods from Magontec’s Auditors Camphin BostonSHAREHOLDER The complete list of attendees (members, representatives of members and guests) isATTENDANCE: recorded in the Record of Attendance.OPENING: Mr Andrews opened the meeting at 11:09am.Mr Andrews chaired the meeting except in relation to Items 5 and 6 of the formalbusiness where Mr Robert Kaye acted as Chairman.PRELIMINARIES: 1. The Chairman welcomed shareholders.2. He explained –a. the protocols under which the meeting will be held particularly in relation to theshareholder question and comment processes; andb. the poll voting process to be undertaken in respect of resolutions to beaddressed during the formal business.3. He mentioned the prior release to the ASX of –a. the Register of Directors’ interests on 20 April 2022; andb. the minutes of the 2021 AGM on 1 June 2021.4. He noted that a quorum for the meeting is satisfied and declared the meeting tobe validly constituted.CHAIRMAN ADDRESS: 1. The Chairman presented his address to the meeting.2. In his concluding remarks, he referenced the individual experience of members ofthe Magontec board.3. He also mentioned that Magontec now comprises a majority of IndependentDirectors.4. Upon completing his address, he invited questions and comments.5. No matters were raised by shareholders.FORMAL BUSINESS Upon completing delivery of his address, the Chairman turned to the formal businessof the meeting and explained – the process by which resolutions will be introduced to the meeting, questionand discussion undertaken and the poll voting process; and assumption of the Chairmanship role of the meeting by Mr Kaye uponintroduction of Resolutions 5 and 6 to the meeting.ITEM I 1. Shareholders present at the meeting were given the opportunity to raiseFinancial Report and questions/comments with respect to the reports and statements for the twelve-Directors’ and Audit Report month reporting period ended 31 December 2021 .2. No questions/comments were posed and the Chairman proceeded to Item 2.----- End of picture text -----

Page 1 of 3

Minutes of Magontec Limited AGM 25 May 2022

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----- Start of picture text ----- ITEM 2 1. The Chairman proposed the resolution.Adoption of Remuneration 2. The Chairman stated shareholders are entitled to vote on the question whetherReport (advisory only the Remuneration Report as contained in the Annual Report for the twelve-monthresolution) reporting period ended 31 December 2021 is to be adopted.3. The Chairman noted that this is an "advisory only" resolution, which does not bindthe Directors of the Company.4. The Chairman mentioned the level of negative votes (4.69%) cast against the2020 Remuneration Report.5. Before formally putting the Resolution to the meeting, the Chairman noted thatproxy voting results on this resolution likely indicated that a “first strike” would berecorded against the Company in respect of the 2021 Remuneration Report – tobe formally confirmed by ultimate polling.6. The Chairman put the resolution to the meeting.7. The motion was seconded by a shareholder present at the meeting (John Talbot).8. Shareholders present at the meeting were given the opportunity to raisequestions/comment with respect to this Item.9. None were proffered.10. Shareholder voting, as per the submitted proxy voting forms, was displayed to themeeting.11. The Chairman proceeded to Item 3.ITEM 3 1. The Chairman proposed the resolution.Re-election of Independent 2. The Chairman added no supplementary explanation to that contained in theDirector Mr Atul Malhotra Explanatory Notes of the 2022 Notice of Annual General Meeting.(ordinary resolution) 3. The Chairman put the resolution to the meeting.4. The motion was seconded by a shareholder present at the meeting (John Talbot).5. Shareholders present at the meeting were given the opportunity to raisequestions/comment with respect to this Item.6. None were proffered.7. Shareholder voting, as per the submitted proxy voting forms, was displayed to themeeting.8. The Chairman proceeded to Item 4.ITEM 4 1. The Chairman proposed the resolution.Re-election of Independent 2. The Chairman explained that in terms of ASX announcement dated 5 May 2022,Director Mr Andre Mr Labuschagne is regarded by the Board as an Independent Director on andLabuschagne (ordinary from 4 May 2022.resolution) 3. The Chairman stated, although the terms of the resolution will stand, MrLabuschagne if re-elected, would serve as an independent director.4. The Chairman put the resolution to the meeting.5. The motion was seconded by a shareholder present at the meeting (John Talbot).6. Shareholders present at the meeting were given the opportunity to raisequestions/comment with respect to this Item.7. None were proffered.8. Shareholder voting, as per the submitted proxy voting forms, was displayed to themeeting.9. The Chairman proceeded to Item 5 and in so doing, transferred conduct of themeeting to Mr Robert Kaye Independent Director and Chairman of Magontec’sRemuneration and Nomination Committee.ITEM 5 1. Mr Kaye as Chairman proposed the resolution.Changes to the Maximum 2. The Chairman provided a summarised explanation of the resolution.Number of Performance 3. The Chairman put the resolution to the meeting.Rights to be issued Under 4. The motion was seconded by a shareholder present at the meeting (John Talbot).2020 Shareholder Approved 5. Shareholders present at the meeting were given the opportunity to raiseRemuneration Incentive questions/comment with respect to this Item.Plan (ordinary resolution) 6. None were proffered.7. Shareholder voting, as per the submitted proxy voting forms, was displayed to themeeting.8. The Chairman proceeded to Item 6.----- End of picture text -----

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Minutes of Magontec Limited AGM 25 May 2022

ITEM 6Confirmation of PriorPerformance Rights andIssue of New performanceRights to the ExecutiveChairman (ordinaryresolution) 1. Mr Kaye as Chairman proposed the resolution.2. The Chairman provided a summarised explanation of the resolution.3. The Chairman put the resolution to the meeting.4. The motion was seconded by a shareholder present at the meeting (JohnTalbot).5. Shareholders present at the meeting were given the opportunity to raisequestions/comment with respect to this Item.6. None were proffered.7. Shareholder voting, as per the submitted proxy voting forms, was displayed tothe meeting.8. Mr Kaye returned conduct of the meeting to Mr Andrews.
DECLARATION OFVOTING RESULTS Mr Andrews declared voting on resolutions closed and invited members to returnvoting cards to the Boardroom Returning Officer.Mr Andrews -declared all resolutions have been passed;said the detailed voting results would shortly be published on the ASX publicannouncement platform;noted detailed voting results would be recorded in the minutes of the meeting.
GENERAL DISCUSSION:OTHER BUSINESS: 1. Mr Andrews invited shareholders to raise any other matters of relevantbusiness.2. None were proffered.3. The Chairman declared the meeting closed at 11:47am.

26 May 2022

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Nicholas Andrews Meeting Chairman

Page 3 of 3

Magontec Limited Annual General Meeting Wednesday, 25 May 2022 Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

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----- Start of picture text ----- Instructions given to validly appointed proxies Number of votes cast on the poll Resolution If s250UResolution details(as at proxy close) (where applicable) Result appliesResolution Proxy's Carried /Resolution For Against Abstain For Against Abstain*Type Discretion Not Carried2. To Adopt the 12,508,580 7,922,384 1,119,138 667,803 19,420,219 7,922,384 667,803Remuneration Report Ordinary 58.04% 36.76% 5.19% 71.03% 28.97% Carried Yes(advisory only resolution)3. To re-elect Mr Atul 21,862,679 676,599 1,119,138 1,760 34,014,767 676,599 1,760Malhotra as anOrdinary 92.41% 2.86% 4.73% 98.05% 1.95% Carried NAIndependent Director(ordinary resolution)4. To re-elect Mr Andre 21,810,303 676,303 1,165,675 7,895 34,008,928 676,303 7,895Labuschagne as a Non- Ordinary 92.21% 2.86% 4.93% 98.05% 1.95% Carried NAExecutive Director(ordinary resolution)5. Changes to themaximum number of16,928,521 3,215,803 1,095,997 977,584 27,563,506 3,215,803 977,584Performance Rights to be 79.70% 15.14% 5.16% 89.55% 10.45%issued under the 2020Shareholder Approved Ordinary Carried NAIncentive Plan for theMagontec GlobalManagement Group(ordinary resolution)6. Issue of Performance 11,366,186 10,208,512 1,105,340 980,138 22,010,514 10,208,512 980,138Rights to the Executive 50.12% 45.01% 4.87% 68.32% 31.68%Chairman Mr NicholasAndrews in relation to thethree-year long-term Ordinary Carried NAPerformance Periodscommencing 1 January2022 and 1 January 2023(ordinary resolution)----- End of picture text -----

  • Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.