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NICK SCALI LIMITED — AGM Information 2021
Sep 22, 2021
65409_rns_2021-09-22_5f8b365a-c9ac-4914-8d8f-e3cb1537e15e.pdf
AGM Information
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Nick Scali Limited ABN: 82 000 403 896
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting ( AGM ) of Nick Scali Limited (the Company ) will be held virtually at:
Date: 25 October 2021 Time: 12.00 pm (Sydney time) Platform: Online at https://agmlive.link/NCK21
1. AGENDA
Consideration of Reports
To receive and consider the Financial Report, the Directors’ Report and the Independent Audit Report of the Company for the financial year ended 30 June 2021.
Ordinary Business
Resolution 1 – Remuneration Report
To consider and, if thought fit, pass the following as an ordinary resolution :
"To adopt the Remuneration Report of the Company for the year ended 30 June 2021 as set out on pages 9 to 14 of the Annual Report."
Under the Corporations Act, this resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Re-election of Director Mr Stephen Goddard
To consider and, if thought fit, pass the following resolution as an ordinary resolution :
"That Mr Stephen Goddard, who retires by rotation in accordance with the Company’s Constitution rule 7.1(f), be re-elected as a Director of the Company."
Resolution 3 – Increase in maximum aggregate remuneration for Non-Executive Directors
To consider and, if thought fit, pass the following resolution as an ordinary resolution :
"That for all purposes, including for purposes of ASX Listing Rule 10.17 and the Company’s Constitution, the maximum aggregate remuneration for the Non-Executive Directors of the Company be increased by $250,000 from $750,000 to $1,000,000 each financial year."
2. VOTING EXCLUSION STATEMENTS
Resolution 1 – Remuneration Report
The Company will disregard any votes cast (in any capacity) in favour of Resolution 1 by or on behalf of:
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a) a member of the Key Management Personnel as disclosed in the Remuneration Report; and
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b) a Closely Related Party of those persons.
However, the Company need not disregard a vote cast in favour of a resolution if:
- it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
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it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy or attorney decides; or
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it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided that the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution, and the holder votes on the resolution in accordance with the directions given by the beneficiary.
In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 1 as a proxy by a member of the Key Management Personnel at the date of the AGM, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman where the proxy appointment expressly authorises the Chairman to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel.
Resolution 3 – Increase in maximum aggregate remuneration for Non-Executive Directors
The Company will disregard any votes cast (in any capacity) in favour of Resolution 3 by or on behalf of:
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a) a Director; and
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b) an associate of a Director.
However, the Company need not disregard a vote cast in favour of a resolution if:
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it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
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it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy or attorney decides; or
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it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided that the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution, and the holder votes on the resolution in accordance with the directions given by the beneficiary.
In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 3 as a proxy by a member of the Key Management Personnel at the date of the AGM, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman where the proxy appointment expressly authorises the Chairman to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel.
If Shareholders (including nominees, trustees, custodians or fiduciaries) have questions on the voting restrictions outlined above, they should contact the Company's share registrar, Link Market Services Limited ( Link Market Services ).
For further information, please refer to the Explanatory Memorandum which forms part of this Notice of Meeting.
3. ENTITLEMENT TO ATTEND AND VOTE
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) and the ASX Settlement Operating Rules, Company shares will be taken to be held by persons who are registered as Shareholders at 7:00pm (Sydney time) on 23 October 2021. Accordingly, transfers of shares in the Company registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
By order of the Board
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Christopher Malley
Company Secretary 23 September 2021
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Important Notes Regarding COVID-19 and Participation in the AGM
In response to Government restrictions and the potential health risks associated with COVID-19, the Company's AGM will be held virtually this year. The AGM will commence at 12:00pm (Sydney time) on Monday, 25 October 2021 at https://agmlive.link/NCK21 .
Each vote on a resolution set out in the Notice of Meeting will be decided on a poll.
If you are entitled to vote at the AGM, you can exercise your vote in the following ways:
1. Cast your vote online during the AGM via the online platform
We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions below:
Enter https://agmlive.link/NCK21 into a web browser on your computer or online device:
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a. ( Register as a Shareholder ) Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Direct Voting Form; and
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b. ( Register as a proxyholder ) Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the AGM.
Further information on how to participate virtually is set out in this Notice of Meeting and the Online Platform - Guide accompanying this Notice of Meeting and made available at https://www.nickscali.com.au/investor information
Online voting will be open between the commencement of the Meeting at 12:00 pm (Sydney time) on 25 October 2021 and the time at which the Chair announces voting closure.
2. Appoint a Proxy to cast your vote during the AGM
If you are a Shareholder entitled to vote, you may appoint an individual or a body corporate to vote as a proxy. If a body corporate is appointed as a proxy, the body corporate must ensure that it appoints a corporate representative in accordance with Section 250D of the Corporations Act to exercise its powers as proxy at the AGM.
If you are entitled to cast two or more votes, you may nominate one or two persons to vote on your behalf at the AGM. If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of your votes. Fractions of votes resulting from the appointment of proxies will be disregarded. If no such number or proportion is specified, each proxy may exercise half your votes. A Proxy Form and a reply paid envelope have been included for members with this Notice of Meeting. Proxy voting instructions are provided on the back of the Proxy Form.
A proxy need not be a holder of shares in the Company. If you wish to direct a proxy on how to vote on a Resolution, place a mark (e.g. a cross) in the appropriate box on the Proxy Form and your votes may only be exercised in that manner. You may split your voting direction by inserting the number of shares or percentage of shares that you wish to vote in the appropriate box.
The Proxy Form must be given by post, fax, delivery or online and received by the Company’s share registrar, Link Market Services, by no later than 12:00pm (Sydney time) on 23 October 2021, being 48 hours before the AGM:
By post: Nick Scali Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 By facsimile: In Australia 02 9287 0309 From outside Australia 61 2 9287 0309 By delivery: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 or Level 12, 680 George Street Sydney South NSW 2000
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Online https://investorcentre.linkmarketservices.com.au/Login/Login
Any revocations of proxies must be received at one of these places before the commencement of the AGM.
An ordinary resolution will be passed where more than 50% of the eligible votes cast are in favour of it.
AGM Considerations and Shareholder Questions
A discussion will be held on all items to be considered at the AGM.
All Shareholders will have a reasonable opportunity to ask questions during the AGM via the virtual AGM platform, including an opportunity to ask questions of the Company’s external auditor.
Shareholders and proxyholders will be given an opportunity to ask questions in real-time by telephone. A personalised PIN is needed to ask questions by telephone. To receive a personalised PIN, please contact Link Market Services before the AGM. Dial-in details for the AGM and contact details for Link Market Services are included in the Online Guide. If you plan to ask questions by telephone, you will still need to log into the online platform if you wish to vote during the meeting
To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following:
• all Shareholder questions should be stated clearly and should be relevant to the business of the AGM, including matters arising from the Financial Report, Directors’ Report (including the Remuneration Report) and Auditor’s Report, and general questions about the performance, business or management of the Company;
• if a Shareholder has more than one question on an item, all questions should be asked at the one time; and
• Shareholders should not ask questions at the AGM regarding personal matters or those that are commercial in confidence.
Shareholders who prefer to register questions in advance of the AGM are invited to do so. A Shareholder Question Form has been included with this Notice of Meeting and is also available on the Company’s website: www.nickscali.com.au/investor-information
We will attempt to address the more frequently asked questions in the Chairman and Group Managing Director’s presentations to the AGM. Written questions must be received by the Company or Link Market Services by 12:00 pm (Sydney time) on 23 October 2021, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).
The attached Explanatory Memorandum explains the items of business to be considered at the AGM and forms part of, and should be read in conjunction with, this Notice of Meeting. Capitalised terms in this Notice of Meeting are defined in the Explanatory Memorandum.
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Annual General Meeting – Explanatory Memorandum
1. Ordinary Business
1.1 Consideration of the Reports
In accordance with the requirements of the Corporations Act, the Financial Report, Directors’ Report and Independent Auditor’s Report of the Company for the most recent financial year, which are included in the Company’s Annual Report, will be laid before the meeting. Shareholders will be provided with the opportunity to ask questions about the reports or about the Company generally, but there will be no formal resolution put to the meeting. The Auditor will be available at the meeting to answer any questions in relation to the Auditor’s Report or the conduct of the audit of the Financial Report.
1.2 Resolution 1 – Remuneration Report
The Corporations Act requires listed companies to put a Remuneration Report relating to director and executive remuneration for each financial year to a resolution of members at their Annual General Meeting. The Remuneration Report is included on pages 9 to 14 of the Company’s Annual Report, which accompanies this Notice of Meeting.
The Remuneration Report outlines the remuneration arrangements in place for Directors and executives of the Company, and summarises the Company’s remuneration philosophy as well as providing details of the Remuneration and Human Resources Committee, which is a Board subcommittee.
Under section 250R(3) of the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. A company that receives 'no' votes of 25 percent or more against the Remuneration Report at two successive AGMs must then put a "board spill" resolution to shareholders, pursuant to section 250V of the Corporations Act. At the Company’s previous annual general meeting the votes cast against the remuneration Report considered at that annual general meeting were less than 25%. Accordingly the spill resolution is not relevant for this AGM.
The Chairman intends to vote all undirected proxies in favour of Resolution 1.
1.3 Resolution 2 – Re-election of Director Mr Stephen Goddard
In accordance with rule 7.1(f) of the Company’s Constitution, Mr Stephen Goddard retires from office at this general meeting, and being eligible to do so, offers himself for re-election.
Mr Stephen Goddard – Independent Non-Executive Director
Mr Goddard was appointed to the Board as non-executive Director on 1 March 2018. He is the Chairman of the Audit and Risk Committee and a member of the Remuneration and Human Resources Committee. Mr Goddard is an experienced retailer having held senior executive positions with David Jones, Officeworks and Myer. His other current directorships are Independent Non-Executive Chairman and Chairman of Remuneration and Nomination Committee for JB Hifi Limited (JBH), Independent Non-Executive Director and Chairman of the Audit and Risk Committee for both GWA Group Limited (GWA) and Accent Group Limited (AX1)
The Chairman intends to vote all undirected proxies in favour of Resolution 2.
1.4 Resolution 3 - Increase in maximum aggregate remuneration for Non-Executive Directors
In accordance with ASX Listing Rule 10.17 and the Company’s Constitution, an increase in the maximum aggregate remuneration (“fee pool”) for the remuneration of Non-Executive Directors requires shareholder approval.
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The current maximum aggregate remuneration available for Non-Executive Directors has not changed since the Annual General Meeting in October 2015 and was set at $750,000, inclusive of applicable statutory superannuation contributions. Shareholders are being asked to approve an increase of $250,000 to $1,000,000.
Currently the Company has limited capacity to increase fees paid to its Non-Executive Directors or to attract new Non-Executive Directors, putting the Company at risk of being unable to attract and to retain appropriately qualified officers who have the necessary skills and experience to monitor and assist in improving the performance of the Company.
The Directors consider that the fee pool available for Non-Executive Directors should provide sufficient flexibility for the Company to take on additional Non-Executive Directors when deemed necessary and to provide flexibility for succession planning. The Directors consider that the increased aggregate fee pool of $1,000,000 will (if approved) provide appropriate capacity for the Company’s future requirements. Based on the Board composition, it is not expected that the maximum remuneration payable will be paid to the Board members in the 2022 financial year. However, the increased aggregate fee pool will provide the necessary flexibility to operate the Board with a varying number of Directors to meet the oversight and governance requirements of the Company, as well as the ability to attract and retain appropriately qualified Directors.
No securities have been issued to Non-Executive Directors under ASX Listing Rule 10.11 or 10.14 with Shareholder approval at any time within the last three years.
If Shareholder approval for Resolution 3 is obtained, the increased fee pool of $1,000,000 will apply for the financial year ending 30 June 2022.
A voting exclusion statement is included in the main body of this Notice of Meeting. The Board of Directors make no recommendation as to how Shareholders should vote on Resolution 3.
The Chairman intends to vote all undirected proxies in favour of Resolution 3.
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2. Glossary
AGM means the 2021 annual general meeting of the Company.
ASX means the Australian Securities Exchange.
ASX Listing Rules means the listing rules of the ASX.
Board means the Board of Directors of the Company.
Closely Related Party has the meaning given to it in the Corporations Act 2001 (Cth).
Company means Nick Scali Limited (ABN 82 000 403 896).
Director means a director of the Company.
Direct Voting Form means the direct voting form, attached as Attachment B.
Explanatory Memorandum means the explanatory memorandum which forms part of this . Memorandum.
Key Management Personnel has the meaning given to it in the Corporations Act 2001 (Cth).
Memorandum means all of the documents accompanying the Notice of Meeting and referred to in the contents section.
Non-Executive Director means a non-executive director of the Company.
Notice of Meeting means the notice of meeting which forms part of this Memorandum.
Proxy Form means the proxy form for the AGM, attached as Attachment A.
Resolution means a resolution in the Notice of Meeting.
Shareholder means a person who holds shares in the Company.
Shareholder Question Form means the form through which Shareholders may submit questions in advance of the AGM, attached as Attachment B and which is also available on the Company’s website: www.nickscali.com.au/investor-information
Online Platform Guide means the guide attached as Attachment C, and available on the Company’s website: www.nickscali.com.au/investor-information
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Attachment A – Proxy Form
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ABN 82 000 403 896
LODGE YOUR VOTE
ONLINE www.linkmarketservices.com.au BY MAIL Nick Scali Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney South NSW 2000 ALL ENQUIRIES TO Telephone: +61 1300 554 474
PROXY FORM
I/We being a member(s) of Nick Scali Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
OR if you are NOT appointing the Chairman of the Meeting as Name the Chairman of the your proxy, please write the name and email of the person or Meeting (mark box) body corporate you are appointing as your proxy (an email will Email be sent to your appointed proxy with details on how to access the virtual meeting) or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12:00pm (Sydney time) on Monday, 25 October 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/NCK21 (refer to the Notice of Annual General Meeting and Explanatory Notes available on Nick Scali’s website at https://www.nickscali.com.au/investorinformation). Important for Resolutions 1 and 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 and 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Remuneration Report 3 Increase in maximum aggregate remuneration for Non-Executive Directors 2 Re-election of Director Mr Stephen Goddard * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
NCK PRX2101N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm (Sydney time) on Saturday, 23 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
APPOINTMENT OF PROXY
Proxy Forms may be lodged using the reply paid envelope or:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
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ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
BY MOBILE DEVICE
QR Code
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
To scan the code you will need a QR code reader application
which can be downloaded for free on your mobile device. vote on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY Nick Scali Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your BY HAND votes. Fractions of votes will be disregarded; and delivering it to Link Market Services Limited (b) return both forms together. Level 12 680 George Street SIGNING INSTRUCTIONS Sydney NSW 2000 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. During business hours Monday to Friday (9:00am - 5:00pm) and Joint Holding: where the holding is in more than one name, either subject to public health orders and restrictions shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
*During business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting Virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.
Attachment B – Shareholder Question Form
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ABN 82 000 403 896
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LODGE YOUR QUESTIONS
ONLINE www.linkmarketservices.com.au
BY MAIL Nick Scali Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney South NSW 2000
ALL ENQUIRIES TO Telephone: +61 1300 554 474
Please use this form to submit any questions about Nick Scali Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.
This form must be received by the Company’s share registrar, Link Market Services Limited, by 12:00 pm (Sydney time) on 23 October 2021. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.
that individual responses will not be sent to shareholders. (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction
My question relates to (please mark the most appropriate box)
Attachment C – Online Platform Guide
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Virtual Meeting Online Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
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Chrome – Version 44 & 45 and after
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Firefox – 40.0.2 and after
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Safari – OS X v10.9 & OS X v10.10 and after
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Internet Explorer 9 and up
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Microsoft Edge - 92.0 and after
To attend and vote you must have your securityholder number and postcode.
Appointed Proxy: Your proxy number will be provided by Link before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Virtual Meeting Online Guide
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Step 1
Open your web browser and go to https://agmlive.link/NCK21
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
This will bring up a box which looks like this.
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Step 2
Log in to the portal using your full name, mobile number, email address, and participant type.
Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.
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On the left – a live audio webcast of the Meeting
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On the right – the presentation slides that will be addressed during the Meeting
If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Securityholders and proxies can either submit a Full Vote or Partial Vote.
- At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
2 • Link Group Virtual Meeting Online Guide
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Full Votes
To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.
Link Group Virtual Meeting Online Guide • 3
Virtual Meeting Online Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
-
Chrome – Version 44 & 45 and after
-
Firefox – 40.0.2 and after
-
Safari – OS X v10.9 & OS X v10.10 and after
-
Internet Explorer 9 and up
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Microsoft Edge - 92.0 and after
To attend and vote you must have your securityholder number and postcode.
Appointed Proxy: Your proxy number will be provided by Link before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Virtual Meeting Online Guide
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Step 1
Open your web browser and go to https://agmlive.link/NCK21
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
This will bring up a box which looks like this.
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Step 2
Log in to the portal using your full name, mobile number, email address, and participant type.
Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.
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On the left – a live audio webcast of the Meeting
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On the right – the presentation slides that will be addressed during the Meeting
If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Securityholders and proxies can either submit a Full Vote or Partial Vote.
- At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
2 • Link Group Virtual Meeting Online Guide
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Full Votes
To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.
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Virtual Meeting Online Guide continued
2. How to ask a question
Note: Only securityholders are eligible to ask questions.
If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
The ‘Ask a Question’ box will then pop up with two sections for completion.
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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.
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3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
4 • Link Group Virtual Meeting Online Guide
5. Phone Participation
Asking a Question
Step 1
What you will need
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a) Land line or mobile phone
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b) The name and securityholder number of your holding/s
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c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by hh:mm on DD Month YYYY.
Joining the Meeting via Phone
When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.
Step 2
Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.
Step 1
From your land line or mobile device, call: 1800 798 110 or +61 2 7201 7096
Step 2
You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.
At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.
Step 3
Step 3
When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.
Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.
Step 4
Your line will be muted once your question has been answered.
Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.
Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.
Step 4
At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.
Contact us
Australia T +61 1800 990 363 E [email protected]
1487.7 04/21 ISS2