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SGH LIMITED AGM Information 2021
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AGM Information
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14 October 2021
Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000
2021 NOTICE OF ANNUAL GENERAL MEETING
Seven Group Holdings Limited ("SGH") (ASX: SVW) attaches a copy of the 2021 Notice of Annual General Meeting ("AGM") and Proxy Form which will be dispatched to shareholders along with the 2021 Annual Report today.
The 2021 Annual Report was lodged separately with ASX on 25 August 2021. SGH also attaches a letter sent to shareholders who have not elected to receive the Notice of Meeting electronically as well as a Virtual Meeting User Guide. The Notice of Meeting, letter and Virtual Meeting User Guide include details on how shareholders can participate in the AGM, including viewing the meeting, voting and asking questions.
This release has been authorised to be given to ASX by the Company Secretary of SGH.
For more details:
Jim Kelly +61 412 549 083 Lauren Thompson +61 438 954 729
Seven Group Holdings Limited is a leading Australian diversified operating and investment group with market leading businesses and investments in industrial services, media and energy. In industrial services, WesTrac Group is the sole authorised Caterpillar dealer in Western Australia, New South Wales and the Australian Capital Territory. WesTrac is one of Caterpillar's top dealers globally (by sales value). SGH owns Coates, Australia's largest nationwide industrial and general equipment hire business. SGH also has a 69.9% shareholding in Boral, an international building products and construction materials group. In energy, SGH has a 30.0% shareholding in Beach Energy and has interests in oil and gas projects in Australia and the United States. In media, SGH has a 39.19% shareholding in Seven West Media, one of Australia's largest multiple platform media companies, including the Seven Network, 7plus and The West Australian.
Seven Group Holdings Limited | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Telephone +61 2 8777 7574
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting ("AGM") of Seven Group Holdings Limited ("the Company") will be held on Wednesday, 17 November 2021 at 11.00 am (AEDT) at The Mint, 10 Macquarie Street, Sydney NSW 2000, as well as online. To facilitate participation, the Board has decided to hold the 2021 AGM at a physical location as well as virtually, which provides shareholders and proxyholders with convenient alternatives as to how they may attend the meeting.
Please note entry to the physical meeting will be subject to any COVID-19-related conditions of the venue as well as any Government-mandated requirements at the time of the meeting.
If, at the time of the meeting, Government requirements preclude a physical meeting being held, the AGM will be held as virtual meeting only and the Company will make an announcement of this to ASX in advance of the meeting date.
Details of how to attend the AGM virtually are set out on the following page.
Additionally, the AGM will be webcast live. Details on how to access the webcast will be posted on the Company's website (www.sevengroup.com.au) in advance of the meeting.
How to participate in the AGM
Seven Group Holding Limited's AGM will be held at 11:00 am (AEDT) on Wednesday, 17 November 2021 at The Mint, 10 Macquarie Street, Sydney NSW 2000 as well as virtually.
There are a number of ways to participate in the AGM as an alternatives to physical attendance:
- − online: shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view the meeting, ask questions in writing and vote; or
- − webcast: for viewing the meeting live, however it does not provide for asking questions or voting.
Live online participation (including voting)
Shareholders and proxyholders will be able to participate in the meeting online by visiting web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox) and entering the 9 digit meeting ID detailed below.
Online registration will open at 10:00 am (AEDT) on Wednesday, 17 November 2021 (one hour before the meeting).
Information on how to log on, ask questions and vote online is set out below.
Proxy voting and proxyholder participation
The Company encourages all shareholders to submit a proxy vote online ahead of the meeting. Proxy votes can be lodged online at www.votingonline.com.au/svwagm2021 or in hard-copy no later than 11.00 am (AEDT) on Monday, 15 November 2021.
Further information on lodging a proxy vote ahead of the meeting is available on page 4 of this Notice of Meeting booklet.
Proxyholders will need to contact the Company's share registry, Boardroom Pty Limited (Boardroom), on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.
Webcast
The meeting will be webcast live on the Company's website. Non-shareholders may view the webcast by registering online as a guest. The webcast is 'view only', those viewing the webcast through the Company website will not be able to vote or ask questions.
Questions for the Company
Please note only shareholders may ask questions online during the meeting through the Lumi platform by clicking on the question icon,
composing your question and then clicking on the send icon.
There will also be a link in the Lumi portal for shareholders and proxyholders to ask questions orally. Clicking this link will allow shareholders and proxyholders to enter a separate window where a moderator will invite them to ask their question at the appropriate time during the meeting.
Shareholders may also submit written questions in advance of the AGM where indicated on the Proxy Form, and then returning to the Company's share registry, or by emailing their questions prior to the meeting to [email protected] by 11.00 am (AEDT) on Monday, 15 November 2021. The Chair will endeavour to address as many of the more frequently raised relevant questions as possible. Questions may be moderated or amalgamated if there are multiple questions on the same topic. It may not be possible to respond to all questions. Please note that individual responses will not be sent to any shareholder.
Questions for the auditor
Shareholders may submit written questions to the Company's auditor regarding the content of the auditor's report for the year ended 30 June 2021 or the conduct of its audit of the annual financial report for the year ended 30 June 2021.
Written questions must be received by the Company by no later than 5:00 pm (AEDT) Friday,12 November 2021. Please email any written questions to: [email protected].
How to participate live online
Login
Shareholders and proxyholders are encouraged to watch and participate in the AGM virtually via the online platform by entering the following URL in your browser: https://web.lumiagm.com
The meeting ID for the Company's AGM is: 320271964 Weblink: https://web.lumiagm.com/320271964
You will then need to enter your username and password. Your username is your Voting Access Code which is printed on your Proxy Form.
Your password is your postcode registered on your holding if you are an Australian shareholder. For overseas shareholders your password will be your "country code" which can be found in the online User Guide available at www.sevengroup.com.au.
Proxyholders will need to contact the Company's share registry, Boardroom, on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.
Non-shareholders may login using the guest portal on the Lumi AGM platform.
Voting online
Once polls are open, shareholders and proxyholders can vote by clicking on the bar chart icon.
Technical difficulties
Technical difficulties may arise during the course of the online meeting. The Chairman has discretion as to whether, and how, the online meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the online meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.
In the event that it is necessary for the Company to give further updates, information will be provided on the Company's website and lodged with the Australian Securities Exchange ("ASX").
Chairman's Letter to Shareholders
Dear Shareholders
As announced by Seven Group Holdings (SGH) to ASX on 25 August 2021, I will be retiring from the Board of SGH at the conclusion of this forthcoming AGM. In my 27 years as Chairman of SGH and its predecessor entity, the Company has never been in a better position. All of the businesses are performing exceptionally well with excellent prospects and the investment in Boral has added a new dimension to the Group's future.
It is gratifying to have been involved in the creation and development of SGH and, as I step aside, I am confident the Company has a highly capable board and talented management who are working to deliver a strong and bright future. At the Board's request, I will remain available to provide strategic advice to the Board and Management as required. As the major shareholder of SGH, I am totally committed to SGH's future and the Board and Management have my complete support.
As a result of an orderly succession planning process, the Board unanimously elected Mr Terry Davis, Lead Independent Director, to become the Chairman of SGH upon my retirement. Terry has served on the SGH Board since 2010 and has been closely involved in the growth and success of the Group. I know he will be an excellent Chairman.
Given the challenges presented by COVID-19, as a Board, we were proud of the way in which our businesses responded during the year to ensure we continued to meet the requirements of our customers. In particular, I would like to acknowledge the dedication and commitment of the management team and our people. We are fortunate to have quality leadership in all our businesses supported by prudent and judicious management of financial resources. The Board decision to increase the dividend by 10 per cent demonstrates our confidence in the outlook and the continued strength of our businesses and is in line with our objective of maximising long-term sustainable returns to our shareholders.
Creating value for stakeholders is our primary objective, and we understand that achieving that objective over the long-term requires an equal commitment to non-financial outcomes.
During the year, SGH committed to the investment in social responsibilities including our objective of achieving net zero greenhouse gas emissions by 2040 in WesTrac and Coates. This decision was taken following a comprehensive review of our Environmental, Social and Governance arrangements, and is part of a broader set of commitments to provide more transparency and accountability to investors and other stakeholders in this area, culminating in SGH's release of its first 'standalone' Sustainability Report at the end of September 2021.
This year SGH deployed the balance of the funding commitment for bushfire relief towards rebuilding and recovery efforts in key communities in NSW, Victoria and South Australia and in responding to the fires in Western Australia in early 2021. Through the past 18 months we have contributed $4.9 million to communities in need to support their recovery.
It is important that I acknowledge the contribution of my fellow Board members and thank them for their support. The SGH Board comprises Directors whose collective experiences across diverse sectors ensures we retain a deep understanding of business and governance that provides the Group with a valuable balance of skills and knowledge. I would also like to acknowledge the SGH executive team led by Mr Ryan Stokes AO as Managing Director & CEO. The SGH team has continued to focus on the performance of our businesses and ensuring the company is positioned to grow with the investment in Boral.
In reflecting on what SGH has achieved in terms of building stronger businesses and delivering shareholder returns, I am confident that I leave SGH in the best possible hands under the stewardship of Terry and the Board and the leadership of Ryan and his team.
On behalf of the Board I thank our people, customers and shareholders for their ongoing loyalty and support for our Company.
Kerry Stokes AC Executive Chairman
Agenda – Items of Business
Financial Statements
Item 1
To receive and consider the Financial Statements of the Company and the entities it controlled for the financial year ended 30 June 2021, together with the statements and reports of Directors and auditors attached to the financial statements.
Note:
− There is no requirement for members to approve these statements or reports, and therefore no vote will be held on this Item.
Re-election of Directors
Item 2
In accordance with Article 8.2(a) of the Company's Constitution, Mr David McEvoy retires and being eligible, offers himself for re-election as a Director of the Company.
Item 3
In accordance with Article 8.2(a) of the Company's Constitution, Mr Richard Uechtritz retires and being eligible, offers himself for re-election as a Director of the Company.
Remuneration Report
Item 4
To adopt the Remuneration Report of the Company for the financial year ended 30 June 2021.
Notes:
- − The vote on this resolution is advisory only and does not bind the Directors or the Company.
- − The Directors 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.
- − A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes for Item 4.
Notes:
-
- A member entitled to attend and vote has a right to appoint a proxy. A member who is entitled to cast two or more votes is entitled to appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes.
-
- Voting exclusions apply to Item 4, Item 5 and Item 6, details of which are set out in the Explanatory Notes.
Unless the Chairman of the meeting is your proxy, members of the Key Management Personnel of the Company (including the Directors) and their closely related parties (as defined under the Corporations Act 2001, which includes spouses, dependents and companies they control) ("Closely Related Parties") will not be able to vote as a member's proxy on Item 4 and Item 5 unless the member directs them how to vote on the proxy form. If you intend to appoint one of these individuals as your proxy, you should ensure that you direct that person how to vote on Item 4 and Item 5.
If you appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as a proxy by default, you may:
- direct the Chairman how to vote by marking either "For", "Against" or "Abstain" on the corresponding sections of the proxy form corresponding to Items 4 and/or 5 in accordance with the instructions on that form; or
- not direct the Chairman how to vote on Items 4 and/or 5, in which case, by submitting the proxy form, you will be expressly authorising the Chairman to vote the undirected proxy as he sees fit even if the item is connected with the remuneration of the Key Management Personnel of the Company.
-
- The Chairman intends to vote all available proxies in favour of all items of business.
-
- For the purpose of determining a person's entitlement to vote at the meeting, a person will be recognised as a member and the holder of shares if that person is registered as a holder of those shares at 7.00 pm (AEDT) on Monday, 15 November 2021.
Grant of share rights under the FY21 short-term incentive plan for the Managing Director and Chief Executive Officer ("MD & CEO")
Item 5
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That approval is given for the grant of a maximum of 37,675 share rights to the MD & CEO, Mr Ryan Stokes AO, under the Seven Group Holdings Limited Short-Term Incentive Plan, on the terms summarised in the Explanatory Notes."
Note:
− A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes for Item 5.
Placement Capacity Refresh
Item 6:
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and all other purposes, shareholders approve and ratify the prior issue of 22,222,222 ordinary shares in the Company pursuant to the fully underwritten institutional placement announced by the Company to ASX on 19 April 2021 as set out in the Explanatory Notes."
Note:
− A voting exclusion applies to this Item of Business and is set out in full in the Explanatory Notes for Item 6.
By order of the Board
Warren Coatsworth
Company Secretary
14 October 2021
-
- A proxy need not be a member of the Company.
- (f) A body corporate that is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative must ensure that the Company has received evidence of his or her appointment, including any authority under which it has been signed in advance of the meeting, unless it has previously been given to the Company.
-
- A shareholder entitled to attend and vote may appoint an attorney to act on his or her behalf at the Annual General Meeting. An attorney may but need not be a member of the Company.
-
- Duly completed proxy forms must be returned to the Secretary, Seven Group Holdings Limited, either at:
- Company Secretariat, Level 30, 175 Liverpool Street, Sydney NSW 2000 or fax number: 02 8777 7192; or
- Boardroom Pty Limited, Level 12, Grosvenor Place, 225 George Street, Sydney NSW 2000 or fax number: 02 9290 9655; or
- completed online at www.votingonline.com.au/svwagm2021, in each case by no later than 11.00 am (AEDT) on Monday, 15 November 2021. Any power of attorney or authority under which a proxy form is signed (or a copy of that power of attorney or authority, certified as a true copy by statutory declaration) must accompany the proxy form.
-
- All resolutions will be decided by poll. On a poll, if your proxy either does not attend the meeting or registers but does not vote on the resolution in accordance with your directions, your proxy votes will automatically default to the Chairman of the meeting for that resolution. The Chairman is required to vote any directed proxies in the manner directed and may otherwise vote as the Chairman sees fit.
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- The Explanatory Notes form part of this Notice of Meeting. Members should read these documents in full.
Explanatory Notes
These explanatory notes relate to the resolutions set out in the Notice of Meeting and form part of the Notice of Meeting.
Item 1:
Financial Statements
The Corporations Act 2001 (Cth) requires the Annual Financial Report of the Company for the year ended 30 June 2021 (which includes the financial statements, notes to the financial statements and Directors' declaration, and Directors' Report and the Auditor's Report to be laid before the Annual General Meeting.
Neither the Corporations Act nor the Company's Constitution requires a vote of shareholders on the reports. However, shareholders will be given an opportunity to raise questions or comments on the management of the Company.
A reasonable opportunity will also be given to shareholders as a whole at the Annual General Meeting to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
Shareholders can access a copy of the 2021 Annual Report on the Company's website at www.sevengroup.com.au/ investor-centre/results-and-presentations/.
Items 2 and 3:
Re-Election of Directors
For the reasons set out later in these Explanatory Notes, the Board, excluding the Director to whom each resolution relates, unanimously recommends that members vote in favour of the re-election of Mr David McEvoy and Mr Richard Uechtritz.
Under the Constitution of the Company, and consistently with the ASX Listing Rules, a Director who has held office for the longer of three Annual General Meetings of the Company or for three years (except the Managing Director and an alternate director of the Company must retire from office. A retiring Director is eligible for re-election. Mr David McEvoy and Mr Richard Uechtritz who were each elected at the Company's 2018 Annual General Meeting, will each retire and stand for re-election.
Under the Constitution, the Managing Director & Chief Executive Officer of the Company, Mr Ryan Stokes AO, is not required to stand for election.
Set out on the following page are short biographies of the Directors standing for re-election.
Seven Group Holdings Chairman Succession
The Board wishes to gratefully acknowledge Mr Kerry Stokes AC's long and extraordinary service in building the Company's businesses and investments, as well as his pivotal and unstinting contribution to the leadership of the Company and its shareholders in his capacity of Executive Chairman.
Mr Terry Davis, Incoming Chairman, said: "On behalf of all at SGH, I would like to thank Kerry for his mentorship, which has built many strong businesses and strong leaders."
Mr David McEvoy
INDEPENDENT NON-EXECUTIVE DIRECTOR Being eligible, Mr David McEvoy, offers himself for re-election to the Board at the meeting.
Director of Seven Group Holdings Limited since 27 May 2015. Member of the Audit & Risk Committee and member of the Independent & Related Party Committee.
Mr McEvoy has been engaged in the upstream oil and gas industry for over 40 years, in a variety of technical, senior executive and non-executive director roles. He was employed for almost 34 years with ExxonMobil including his executive career as Vice President, Business Development, ExxonMobil Exploration Company.
Mr McEvoy graduated from the University of New South Wales with a degree in Science and a graduate diploma in Applied Geophysics.
Mr McEvoy is a former Non-Executive Director of AWE Limited (2006 – 2018), Woodside Petroleum Limited (September 2005 to May 2017), Acer Energy (formerly Innamincka Petroleum Limited) and Po Valley Energy Limited.
Mr McEvoy brings invaluable senior executive and director experience in the oil and gas industries to the Board and the Audit & Risk Committee, including extensive expertise in accounting and regulatory matters as well as operational and strategic risk management.
Mr Richard Uechtritz
INDEPENDENT NON-EXECUTIVE DIRECTOR Being eligible, Mr Richard Uechtritz, offers himself for re-election to the Board at the meeting.
Director of Seven Group Holdings Limited since 1 June 2010. Member of the Remuneration & Nomination Committee and member of the Independent & Related Party Committee.
Director of JB Hi-Fi Limited since April 2011. Chief Executive Officer and Director of JB Hi-Fi Limited from June 2000 to May 2010.
Over thirty years' experience in retailing. Co-founder of Rabbit Photo and Smith's Kodak Express. Director of Kodak (Australasia) Proprietary Limited from July 1998 to July 2000.
Mr Uechtritz is a highly experienced entrepreneur and company director with a proven track record in building and realising shareholder value. Mr Uechtritz's commercial judgement and understanding of customer service markets and businesses are particularly beneficial to the Board and Management given the Group's range of customer facing operations, as are his expertise in investment, people management and executive leadership.
Having served on the Board since 2010, Mr Uechtritz has acquired valuable insights into the Company and the diverse industries in which it operates and holds investments. The Board considers that the Company's performance and shareholders benefit from having an appropriate number of longer-serving Directors with detailed knowledge of the history of the Group's operations as part of the overall composition of Directors on the Board, as succession is managed on the Board.
The Chairman intends to vote all available proxies in favour of the above Items of Business.
Item 4:
Remuneration Report The Board unanimously recommends that members vote in favour of adopting the Remuneration Report.
The Corporations Act requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. The Remuneration Report for the year ended 30 June 2021 can be found on pages 58 to 79 of the Company's 2021 Annual Report and covers director and executive remuneration.
Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company, and does not affect the employment arrangements in place for employees of the Company and its subsidiaries. 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.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
In summary, the Remuneration Report:
- − explains the Board's approach to executive remuneration and the link to company performance and shareholder outcomes;
- − explains the Board's policy for determining the nature and amount of remuneration of Key Management Personnel of the Company (including Directors);
- − explains the relationship between the Board's remuneration policy, the Company's performance and incentives for Key Management Personnel;
- − details the remuneration framework which explains the reward elements and any performance conditions applicable to the remuneration of the Key Management Personnel of the Company; and
- − sets out remuneration details for the Key Management Personnel of the Company.
Voting exclusion statement
The Company will disregard any votes cast on Item 4:
- − by or on behalf of a member of the Company's Key Management Personnel named in the Remuneration Report for the year ended 30 June 2021, or their Closely Related Parties regardless of the capacity in which the vote is cast; or
- − as a proxy by a person who is a member of the Key Management Personnel of the Company at the date of the meeting or any of their Closely Related Parties,
unless the vote is cast as proxy for a person entitled to vote on Item 4:
- − in accordance with a direction on the proxy form; or
- − by the Chairman of the meeting pursuant to an express authorisation to vote as the proxy as he sees fit, even though Item 4 is connected with the remuneration of the Key Management Personnel.
The Chairman intends to vote all available proxies in favour of this Item of Business.
Item 5:
Grant of share rights under the FY21 Short-Term Incentive ("STI") Plan for the Managing Director & Chief Executive Officer ("MD & CEO")
The Board, other than Mr Ryan Stokes AO, recommends that members vote in favour of Item 5.
The Company operates the Seven Group Holdings Limited STI plan to provide short-term incentives to senior executives, based on performance relative to corporate and individual goals over the Company's financial year. Under the key terms of the STI plan, 50 per cent of the STI award for the MD & CEO, Mr Ryan Stokes AO, is deferred into share rights.
Further details regarding the STI plan and the FY21 STI award are set out in the Remuneration Report on pages 58 to 79 of the Company's 2021 Annual Report.
Why is shareholder approval being sought?
Under ASX Listing Rule 10.14, shareholder approval is required in order for a director to be issued securities under an employee incentive scheme. As the terms of the STI grant to Mr Ryan Stokes AO require that the securities to satisfy the STI award be purchased on market, shareholder approval is not required for the purposes of the ASX Listing Rules.
However, in the interests of transparency and good governance, the Board has determined to seek shareholder approval for the grant of securities to Mr Ryan Stokes AO.
Summary of the key terms of the Grant Of Securities
A brief overview of the key terms of the proposed grant under the STI plan is set out below.
| Details of the | The MD & CEO, Mr Ryan Stokes AO, participated in the STI plan in respect of FY21 ("FY21 STI"). | ||||||
|---|---|---|---|---|---|---|---|
| Proposed STI grant | All awards are subject to satisfying the Group's underlying EBIT gateway and achievement of a balancedscorecard of measurable and quantifiable individual targets. In cases of outperformance, the Board maygrant an above target award amount. | ||||||
| Under the STI plan, 50 per cent of the FY21 STI that has been earned is delivered as a cash bonus to theMD & CEO, and the remaining 50 per cent is delivered in share rights as the deferred component of his STI. | |||||||
| Mr Ryan Stokes will be a maximum of 37,675 based on an issue price of $19.2544. | Accordingly, Mr Ryan Stokes AO is entitled to receive $725,400 of share rights (being the "Grant Value"of the deferred share rights component of his FY21 STI). The number of share rights to be allocated to | ||||||
| The number of share rights issued for Executives has been determined by dividing the Grant Value by theCompany's 5 day VWAP (Volume Weighted Average Price) on 30 June 2021, adjusted to reflect that sharerights do not entitle the holder to dividends on the underlying shares until the share rights vest and sharesare acquired. A share right is a right to acquire one ordinary share in the Company. | |||||||
| Grant Date | The Company intends that the share rights will be allocated to Mr Ryan Stokes AO on or about1 December 2021, but in any event, within 12 months after the date of the meeting. | ||||||
| Vesting of Shares | Subject to the terms of the STI plan, the share rights will vest on 1 July 2023. | ||||||
| Mr Ryan Stokes AO will not be entitled to vote nor be paid dividends in respect of those unvested share rights. | |||||||
| Cessation ofEmployment | If Mr Ryan Stokes AO ceases employment with the Company prior to 1 July 2023 due to termination forcause, gross misconduct or any other reason determined by the Board, all share rights will immediatelylapse unless the Board determines otherwise. | ||||||
| If Mr Ryan Stokes AO ceases employment with the Company in any other circumstances (for example dueto illness, retirement, genuine redundancy or other circumstance deemed appropriate by the Board) then,unless the Board determines otherwise, unvested share rights will continue on foot, subject to the originalvesting conditions, as though he had not ceased employment. | |||||||
| Mr Ryan Stokes'Total Remuneration | current total remuneration of Mr Ryan Stokes AO which at target is: | ASX Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of the | |||||
| Package for FY22 | Total Fixed Remuneration (TFR) | $1,900,000 p.a. | |||||
| Short-term incentive opportunity | $1,900,000 – 100% of TFR | ||||||
| Long-term incentive grant | $1,900,000 – 100% of TFR | ||||||
| Full details on the remuneration of Mr Ryan Stokes AO are contained within the Remuneration Report andthe variation announced to ASX on 1 October 2021. | |||||||
| Other Information | STI plan. | No loan arrangements are entered into with Mr Ryan Stokes AO in relation to share rights granted under the | |||||
| The only Director of the Company who is eligible to receive share rights under the STI plan is Mr Ryan Stokes AO. | |||||||
| Since the 2020 Annual General Meeting (being the date of the last approval), 35,247 share rights were grantedto Mr Ryan Stokes AO under the STI plan. No amount was payable by Mr Ryan Stokes AO for the grant as thegrant formed part of his remuneration. |
Voting exclusion statement
The Company will disregard any votes on Item 5:
- − cast in favour of the resolutions by or on behalf of Mr Ryan Stokes AO (being the only Director eligible to participate in the STI plan) or any of his associates regardless of the capacity in which the vote is cast; or
- − cast as a proxy by any of the Key Management Personnel of the Company at the date of the meeting or their Closely Related Parties.
Unless the vote is cast on Item 5:
- − as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
- − by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, pursuant to an express authorisation in the proxy form to exercise the proxy as the Chairman decides; or
- − by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- − 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 directions given by the beneficiary to the holder to vote in that way.
The Chairman intends to vote all available proxies in favour of this Item of Business.
Explanatory Notes
Item 6:
Placement Capacity Refresh The Board unanimously recommends that members vote in favour of Item 6.
On 23 April 2021 (Issue Date), the Company issued 22,222,222 fully paid ordinary shares pursuant to the fully underwritten institutional placement announced by SGH to ASX on 19 April 2021 ("Placement"). The Placement was accompanied by a Share Purchase Plan ("SPP") which gave all other shareholders an opportunity to acquire shares under the terms also announced by the Company to ASX on 19 April 2021.
ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the number of fully paid ordinary securities it had on issue at the start of that period subject to certain exceptions.
The Placement and SPP do not fit within any of the exceptions and, as they have not yet been approved by the Company's shareholders, they effectively use up approximately 7% out of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date. The issue of 22,222,222 ordinary shares under the Placement comprised approximately 6.6% of the 7% out of the 15% limit in Listing Rule 7.1 referred to above (the issue of 1,680,710 ordinary shares under the SPP comprised the remainder).
The Placement was successfully completed by the Company in order to: reduce overall net debt at the time of the Placement; restore balance sheet flexibility to enable the Company to support portfolio growth opportunities across key verticals; improve liquidity by increasing the Company's free float from 38.8 per cent to approximately 42.5 per cent, enhancing the Company's ability to deliver shareholder value; and facilitate the Company's continued discipline in the Company's approach to capital allocation.
Listing Rule 7.4 allows shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
If Resolution 6 is passed, the Placement shares will be excluded in calculating SGH's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date. If Resolution 6 is not passed, the Placement will be included in calculating SGH's' 15% limit in ASX Listing Rule 7.1, effectively significantly decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.
Consistent with the Company's approach to capital management and to maintain balance sheet flexibility, SGH wishes to retain as much flexibility and capacity as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.
Technical Information required by Listing Rule 7.5
For the purposes of Listing Rule 7.5, the following information is provided for the ratification of the issue of the Placement Shares the subject of Resolution 6:
- (a) The Equity Raise shares were issued to sophisticated and professional investors selected by the Company in consultation with Macquarie Capital (Australia) Limited (ABN 79 123 199 548) AFSL 314416 and Jarden Australia Pty Limited (ABN 33 608 611 687/AFSL 485351) as joint lead managers and book builders for the Equity Raise. None of the subscribers were related parties of the Company or otherwise persons to whom Listing Rule 10.11 applied.
- (b) A total of 22,222,222 fully paid ordinary shares in the capital of the Company ranking equally in all respects with the existing Shares on issue were issued.
- (c) The Equity Raise Shares were issued on 23 April 2021.
- (d) The Placement Shares were issued at a price of $22.50 per Share to raise $500 million (before costs of raising).
- (e) The Equity Raise was undertaken in order to:
- − Reduce overall net debt at the time of the Equity Raise from $2.6 billion to $2.1 billion and facilitate the retirement of more costly debt facilities.
- − Restore balance sheet flexibility to enable SGH to support portfolio growth opportunities across key verticals (including wholly owned businesses and strategic investments).
- − Improve liquidity by increasing SGH's free float from 38.8 per cent to 42.5 per cent, enhancing SGH's ability to deliver shareholder value.
- − Facilitate continued discipline in SGH's approach to capital allocation, balancing strategic investments, opportunistic acquisitions and its track-record of maintaining and growing dividend payments over time.
- (f) Other than as disclosed, there are no other material terms to the issue.
Voting exclusion statement
The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of a person who participated in the issue (the Placement) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:
- (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
- (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- (i) 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
- (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Directions and map
Parking
Parking is available close to The Mint at the Domain car park. See map for location.
Train
Martin Place and St James train stations are conveniently located close to The Mint. See map or locations.
Walking
Please refer to the map set out on this page for directions to walk from Martin Place and St James train stations to The Mint. Walking from either train station takes approximately five minutes.
ASX: SVW
All Correspondence to:
| | By Mail | Boardroom Pty LimitedGPO Box 3993Sydney 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 (AEDT) on Monday, 15November 2021.
TO VOTE ONLINE BY SMARTPHONE
- STEP 1: VISIT https://www.votingonline.com.au/svwagm2021
- STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
- STEP 3: Enter your Voting Access Code (VAC):
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.
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.
Voting restrictions for KMP
Please note that if you appoint a member of the Company's key management personnel (KMP) (which includes each of the directors) or one of their closely related parties as your proxy, they will not be able to cast your votes on Items 4 and 5, unless you direct them how to vote or the Chair of the Meeting is your proxy. If you appoint the Chair of the Meeting as your proxy or the Chair of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Items 4 and 5, by completing and submitting this Proxy Form you will be expressly authorising the Chair of the Meeting to exercise your proxy in respect of the relevant Item, even though the Item is indirectly or directly connected with the remuneration of the KMP. SAMPLE
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
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 (AEDT) on Monday, 15 November 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/svwagm2021 |
|---|---|
| By Fax | + 61 2 9290 9655 |
| By Mail | Boardroom Pty LimitedGPO Box 3993,Sydney NSW 2001 Australia |
| In Person | Boardroom Pty LimitedLevel 12, 225 George Street,Sydney NSW 2000 Australia |
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 Seven Group Holdings Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
| OPTIONAL QUESTIONS FOR THE CHAIRMAN OR AUDITOR | ||||||
|---|---|---|---|---|---|---|
| Contact Name…………………………………………… | Contact Daytime Telephone……………………… | Date | / | / 2021 | ||
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | ||||
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 | ||||
| SThis form must be signed to enable your directions to be implemented. | ||||||
| STEP3 | SIGNATURE OF SECURITYHOLDERS | |||||
| Item 6 | Placement Capacity Refresh | |||||
| Item 5 | A | Grant of Share Rights under the FY21 Short-Term Incentive Plan for the MD & CEO – Mr Ryan Stokes AO | ||||
| Item 4 | Adoption of the Remuneration Report | |||||
| Item 3 | Re-election of Mr Richard Uechtritz as a Director | |||||
| Item 2 | Re-election of Mr David McEvoy as a Director | |||||
| For | Against | Abstain* | ||||
| STEP2 | VOTING DIRECTIONSbe counted in calculating the required majority if a poll is called. | M* 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 | ||||
| The Chair of the Meeting intends to vote all available undirected proxies in favour of all Items of business (including Items 4 and 5). If you wish to appoint the Chair of the Meetingas 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 item. | ||||||
| connected with the remuneration of a member of the key management personnel for the Company. | 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 theChair of the Meeting becomes my/our proxy by default) and I/we have not directed my/our proxy how to vote in respect of Items 4 and 5, and I/we am/are entitled to vote on thePrelevant items, then by submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of those Items even though Items 4 and 5 are | L | ||||
| Company to be held at The Mint, 10 Macquarie Street, Sydney, NSW 2000 and online on Wednesday, 17 November 2021 at 11:00am (AEDT) and at any adjournment ofthat 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. | E | |||||
| 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 | ||||||
| appointing as your proxy below | 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 |
We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible.
14 October 2021
Dear Shareholder
Seven Group Holdings 2021 Annual General Meeting
The Annual General Meeting ("AGM") of Seven Group Holdings Limited ("the Company") will be held at 11.00 am (AEDT) on Wednesday, 17 November 2021 at The Mint, 10 Macquarie Street, Sydney NSW 2000 and online. To facilitate participation, the Board has decided to hold our 2021 AGM at a physical location as well as virtually, which provides shareholders and proxyholders with convenient alternatives as to how they may attend the meeting. Details of how to attend the AGM virtually are set out in the Notice of Meeting and below.
The Notice of Meeting can be accessed from the Company website at: www.sevengroup.com.au/agm2021. Details on the resolutions being put to shareholders this year, and how to attend and vote at the AGM, are set out in the Notice of Meeting.
Your personalised Proxy Form is enclosed for your convenience. Shareholders are encouraged to submit votes ahead of the meeting.
Shareholders and proxyholders are invited to watch and participate in the AGM virtually via the online platform by entering the following URL in your browser: https://web.lumiagm.com.
The meeting ID for the Company's AGM is: 320271964
You will then need to enter your username and password. Your username is your Voting Access Code which is on your Proxy Form or Notice of Meeting email (if you elected to receive communications from our registry electronically).
Your password is your postcode registered on your holding if you are an Australian shareholder. For overseas shareholders, your password will be your "country code" which can be found in the online User Guide available at www.sevengroup.com.au/agm2021.
Proxyholders will need to contact the Company's share registry, Boardroom, on 1300 737 760 or +61 2 9290 9600 to obtain their login details to participate live online.
Once polls are open, shareholders and proxyholders can vote by clicking on the bar chart icon.
If you are unable to access the Notice of Meeting online, please contact our share registry Boardroom on [email protected] or on the phone numbers provided above between 8:30am and 5:30pm (AEDT) Monday to Friday, to arrange a copy.
If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.investorserve.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.
The Company has delivered another year of strong financial and operational results achieved by disciplined execution of our strategy to create value. Given the challenges presented by COVID-19, we were proud of our businesses and, in particular, how the management and our teams have all responded.
We greatly value our engagement with shareholders and encourage you to participate in this year's AGM.
On behalf of the Board, I thank our shareholders, staff and customers for your ongoing support for your Company.
Yours sincerely
Kerry Stokes AC Executive Chairman
Seven Group Holdings Limited | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Telephone +61 2 8777 7574
Important information for Shareholders and Proxyholders
- Shareholders and proxyholders participating through the Company's AGM online facility will be taken to be present at the AGM.
- Shareholders and proxyholders will be able to ask questions and vote through the Company's AGM online facility in real time. Please refer to the Notice of Meeting on "How to participate in the AGM" and "Questions for the Company". Shareholders are encouraged to vote ahead of the meeting.
- The Notice of Meeting describes how proxyholders can be appointed.
- Votes will be taken by a poll.
- The following documents are available on the Company's website:
- o 2021 AGM Notice Meeting
- o A reference guide providing more detail about how to attend and vote at the AGM
- o Shareholders can access a copy of the 2021 Annual Report on the Company's website at www.sevengroup.com.au/investor-centre/results-and-presentations/
ONLINE SHAREHOLDERS' MEETING GUIDE 2021
Attending the AGM virtually
If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.
To access the meeting:
Visit web.lumiagm.com/320271964 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Meeting ID: 320-271-964
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
Th website will be open and available for log in from 10:00am (AEDT), 17 November 2021
Using the Lumi AGM platform:
ACCESS
The 1st page of the platform will ask in what capacity you are joining the meeting.
Shareholders or appointed proxies should select
"Shareholder or Proxyholder"
Guests should select "Guest"
CREDENTIALS
Shareholders/Proxys
Your username is your Voting Access Code and your password is your Postcode or Country Code, or, for
Non-Australian residents, your 3-letter country code.
Proxy holders should obtain their log in credentials from the registrar by calling 1300 767 760
Guests
Please enter your name and email address to be admitted into the meeting.
Please note, guests will not be able to ask questions or vote at the meeting.
| $\leftarrow$ | XLUMI | |
|---|---|---|
| First Name | ||
| Last Name | ||
NAVIGATION
Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.
If viewing on a computer the webcast will appear at the side automatically once the meeting has started.
On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.
During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.
VOTING
The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.
Selecting this tab will open a list of all resolutions and their voting options.
Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.
To reduce the webcast to its original size, select the X at the top of the broadcast window.
| 964-920-933 | |||
|---|---|---|---|
| A HOME | L MESSAGING | ٠IL VOTING | DOCUMENTS |
| II Poll OpenYou have voted on 0 of 2 itemsResolution 1 | |||
| Select a choice. | |||
| For | Against | Abstain | |
| CANCEL | |||
| Question 2 | |||
| Select a choice. | |||
| Yes | No | Unsure |
To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.
To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.
There is no need to press a submit or send button. Your vote is automatically counted.
Voting can be performed at any time during the meeting until the Chair closes the poll.
QUESTIONS
Any shareholder or appointed proxy is eligible to ask questions.
If you would like to ask a question. Select the messaging tab.
Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.
Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
Meeting ID: 320-271-964
To login you must have your Voting Access Code (VAC) and Postcode or Country Code
The website will be open and available for log in from 10:00am (AEDT), 17 November 2021
web.lumiagm.com
Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
| AFG | Afghanistan | ECU | Ecuador | LBY | Libyan Arab Jamahiriya | RUS | Russian Federation |
|---|---|---|---|---|---|---|---|
| AGO | Angola | EGY | Egypt | LCA | St Lucia | RWA | Rwanda |
| AIA | Anguilla | ERI | Eritrea | LIE | Liechtenstein | SAU | Saudi Arabia Kingdom Of |
| ALA | Aland Islands | ESH | Western Sahara | LKA | Sri Lanka | SDN | Sudan |
| ALB | Albania | ESP | Spain | LSO | Lesotho | SEN | Senegal |
| AND | Andorra | EST | Estonia | LTU | Lithuania | SGP | Singapore |
| ANT | Netherlands Antilles | ETH | Ethiopia | LUX | Luxembourg | SGS | Sth Georgia & Sth Sandwich |
| ARE | United Arab Emirates | FIN | Finland | LVA | Latvia | Isl | |
| ARG | Argentina | FJI | Fiji | MAC | Macao | SHN | St Helena |
| ARM | Armenia | FLK | Falkland Islands (Malvinas) | MAF | St Martin | SJM | Svalbard & Jan Mayen |
| ASM | American Samoa | FRA | France | MAR | Morocco | SLB | Solomon Islands |
| ATA | Antarctica | FRO | Faroe Islands | MCO Monaco | SCG | Serbia & Outlying | |
| ATF | French Southern | FSM | Micronesia | MDA | Republic Of Moldova | SLE | Sierra Leone |
| ATG | Antigua & Barbuda | GAB | Gabon | MDG | SLV | El Salvador | |
| Australia | MadagascarMaldives | SMR | San Marino | ||||
| AUS | GBR | United Kingdom | MDV | SOM | Somalia | ||
| AUT | Austria | GEO | Georgia | MEX | Mexico | SPM | St Pierre And Miquelon |
| AZE | Azerbaijan | GGY | Guernsey | MHL | Marshall Islands | SRB | Serbia |
| BDI | Burundi | GHA | Ghana | MKD | Macedonia Former YugoslavRep | STP | Sao Tome And Principe |
| BEL | Belgium | GIB | Gibraltar | MLI | Mali | SUR | Suriname |
| BEN | Benin | GIN | Guinea | MLT | Mauritania | SVK | Slovakia |
| BFA | Burkina Faso | GLP | Guadeloupe | MMR Myanmar | SVN | Slovenia | |
| BGD | Bangladesh | GMB | Gambia | MNE | Montenegro | SWE | Sweden |
| BGR | Bulgaria | GNB | Guinea-Bissau | Swaziland | |||
| BHR | Bahrain | GNQ | Equatorial Guinea | MNG MongoliaNorthern Mariana Islands | SWZ | ||
| BHS | Bahamas | GRC | Greece | MNP | SYC | Seychelles | |
| BIH | Bosnia & Herzegovina | GRD | Grenada | MOZ | Mozambique | SYR | Syrian Arab Republic |
| BLM | St Barthelemy | GRL | Greenland | MRT | Mauritania | TCA | Turks & Caicos Islands |
| BLR | Belarus | GTM | Guatemala | MSR | Montserrat | TCD | Chad |
| BLZ | Belize | GUF | French Guiana | MTQ | Martinique | TGO | Togo |
| BMU | Bermuda | GUM | Guam | MUS | Mauritius | THA | Thailand |
| BOL | Bolivia | GUY | Guyana | MWI | Malawi | TJK | Tajikistan |
| BRA | Brazil | HKG | Hong Kong | MYS | Malaysia | TKL | Tokelau |
| BRB | Barbados | HMD | Heard & Mcdonald Islands | MYT | Mayotte | TKM | Turkmenistan |
| BRN | Brunei Darussalam | HND | Honduras | NAM | Namibia | TLS | Timor-Leste |
| BTN | Bhutan | HRV | Croatia | NCL | New Caledonia | TMP | East Timor |
| BUR | Burma | HTI | Haiti | NER | Niger | TON | Tonga |
| BVT | Bouvet Island | HUN | Hungary | NFK | Norfolk Island | TTO | Trinidad & Tobago |
| BWA Botswana | IDN | Indonesia | NGA | Nigeria | TUN | Tunisia | |
| CAF | Central African Republic | IMN | Isle Of Man | NIC | Nicaragua | TUR | Turkey |
| CAN | Canada | IND | India | NIU | Niue | TUV | Tuvalu |
| CCK | Cocos (Keeling) Islands | IOT | British Indian Ocean Territory | NLD | Netherlands | TWN | Taiwan |
| CHE | Switzerland | IRL | Ireland | NOR | Norway Montenegro | TZA | Tanzania United Republic of |
| CHL | Chile | IRN | Iran Islamic Republic o f | NPL | Nepal | UGA | Uganda |
| CHN | China | IRQ | Iraq | NRU | Nauru | UKR | Ukraine |
| CIV | Cote D'ivoire | ISM | Isle of Man | NZL | New Zealand | UMI | United States Minor |
| CMR | Cameroon | ISL | Iceland | OMN Oman | URY | Uruguay | |
| COD | Democratic Republic of | Israel | PAK | Pakistan | USA | United States of America | |
| Congo | ISRITA | Italy | PAN | Panama | UZB | Uzbekistan | |
| COK | Cook Islands | JAM | Jamaica | PCN | Pitcairn Islands | VNM | Vietnam |
| COL | Colombia | JEY | PER | Peru | VUT | Vanuatu | |
| COM Comoros | JerseyJordan | PHL | Philippines | WLF | Wallis & Futuna | ||
| CPV | Cape Verde | JOR | PLW | Palau | WSM Samoa | ||
| CRI | Costa Rica | JPN | Japan | PNG | Papua New Guinea | YEM | Yemen |
| CUB | Cuba | KAZ | Kazakhstan | POL | Poland | YMD | Yemen Democratic |
| CYM | Cayman Islands | KEN | Kenya | PRI | Puerto Rico | YUG | Yugoslavia Socialist Fed Rep |
| CYP | Cyprus | KGZ | Kyrgyzstan | PRK | Korea Dem Peoples Republic | South Africa | |
| CXR Christmas Island | KHM | Cambodia | of | ZAF | Zaire | ||
| KIR | Kiribati | PRT | Portugal | ZAR | |||
| CZE | Czech Republic | KNA | St Kitts And Nevis | PRY | Paraguay | ZMBZWE | ZambiaZimbabwe |
| DEU Germany | KOR | Korea Republic of | PSE | Palestinian Territory | |||
| DJI | Djibouti | KWT | Kuwait | Occupied | |||
| DMA | Dominica | LAO | Laos | PYF | French Polynesia | ||
| DNK | Denmark | LBN | Lebanon | QAT | Qatar | ||
| DOM Dominican Republic |
| ABW Aruba | DZA | Algeria | LBR | Liberia | ROU | Romania | |
|---|---|---|---|---|---|---|---|
| AFG | Afghanistan | ECU | Ecuador | LBY | Libyan Arab Jamahiriya | RUS | Russian Federation |
| AGO | Angola | EGY | Egypt | LCA | St Lucia | RWA | Rwanda |
| AIA | Anguilla | ERI | Eritrea | LIE | Liechtenstein | SAU | Saudi Arabia Kingdom Of |
| ALA | Aland Islands | ESH | Western Sahara | LKA | Sri Lanka | SDN | Sudan |
| ALB | Albania | ESP | Spain | LSO | Lesotho | SEN | Senegal |
| AND | Andorra | EST | Estonia | LTU | Lithuania | SGP | Singapore |
| ANT | Netherlands Antilles | ETH | Ethiopia | LUX | Luxembourg | SGS | Sth Georgia & Sth Sandwich |
| ARE | United Arab Emirates | FIN | Finland | LVA | Latvia | Isl | |
| ARG | Argentina | FJI | Fiji | MAC | Macao | SHN | St Helena |
| ARM | Armenia | FLK | Falkland Islands (Malvinas) | MAF | St Martin | SJM | Svalbard & Jan Mayen |
| ASM | American Samoa | FRA | France | MAR | Morocco | SLB | Solomon Islands |
| ATA | Antarctica | FRO | Faroe Islands | MCO Monaco | SCG | Serbia & Outlying | |
| ATF | French Southern | FSM | Micronesia | MDA | Republic Of Moldova | SLE | Sierra Leone |
| ATG | Antigua & Barbuda | GAB | Gabon | MDG | Madagascar | SLV | El Salvador |
| AUS | Australia | GBR | United Kingdom | MDV | Maldives | SMR | San Marino |
| AUT | Austria | GEO | Georgia | MEX | Mexico | SOM | Somalia |
| AZE | Azerbaijan | GGY | Guernsey | MHL | Marshall Islands | SPM | St Pierre And Miquelon |
| BDI | Burundi | GHA | Ghana | MKD | Macedonia Former Yugoslav | SRB | Serbia |
| BEL | Belgium | GIB | Gibraltar | Rep | STP | Sao Tome And Principe | |
| BEN | Benin | GIN | Guinea | MLI | Mali | SUR | Suriname |
| BFA | Burkina Faso | GLP | Guadeloupe | MLT | Mauritania | SVK | Slovakia |
| BGD | Bangladesh | GMB | Gambia | MMR Myanmar | SVN | Slovenia | |
| BGR | Bulgaria | GNB | Guinea-Bissau | MNE | Montenegro | SWE | Sweden |
| BHR | Bahrain | GNQ | Equatorial Guinea | MNG Mongolia | SWZ | Swaziland | |
| BHS | Bahamas | GRC | Greece | MNP | Northern Mariana Islands | SYC | Seychelles |
| BIH | Bosnia & Herzegovina | GRD | Grenada | MOZ | Mozambique | SYR | Syrian Arab Republic |
| BLM | St Barthelemy | GRL | Greenland | MRT | Mauritania | TCA | Turks & Caicos Islands |
| BLR | Belarus | GTM | Guatemala | MSR | Montserrat | TCD | Chad |
| BLZ | Belize | GUF | French Guiana | MTQ | Martinique | TGO | Togo |
| BMU | Bermuda | GUM | Guam | MUS | Mauritius | THA | Thailand |
| BOL | Bolivia | GUY | Guyana | MWI | Malawi | TJK | Tajikistan |
| BRA | Brazil | HKG | Hong Kong | MYS | Malaysia | TKL | Tokelau |
| BRB | Barbados | HMD | Heard & Mcdonald Islands | MYT | Mayotte | TKM | Turkmenistan |
| BRN | Brunei Darussalam | HND | Honduras | NAM | Namibia | TLS | Timor-Leste |
| BTN | Bhutan | HRV | Croatia | NCL | New Caledonia | TMP | East Timor |
| BUR | Burma | HTI | Haiti | NER | Niger | TON | Tonga |
| BVT | Bouvet Island | HUN | Hungary | NFK | Norfolk Island | TTO | Trinidad & Tobago |
| BWA Botswana | IDN | Indonesia | NGA | Nigeria | TUN | Tunisia | |
| CAF | Central African Republic | IMN | Isle Of Man | NIC | Nicaragua | TUR | Turkey |
| CAN | Canada | IND | India | NIU | Niue | TUV | Tuvalu |
| CCK | Cocos (Keeling) Islands | IOT | British Indian Ocean Territory | NLD | Netherlands | TWN | Taiwan |
| CHE | Switzerland | IRL | Ireland | NOR | Norway Montenegro | TZA | Tanzania United Republic of |
| CHL | Chile | IRN | Iran Islamic Republic o f | NPL | Nepal | UGA | Uganda |
| CHN | China | IRQ | Iraq | NRU | Nauru | UKR | Ukraine |
| CIV | Cote D'ivoire | ISM | Isle of Man | NZL | New Zealand | UMI | United States Minor |
| CMR | Cameroon | ISL | Iceland | OMN Oman | URY | Uruguay | |
| COD | Democratic Republic of | ISR | Israel | PAK | Pakistan | USA | United States of America |
| Congo | ITA | Italy | PAN | Panama | UZB | Uzbekistan | |
| COK | Cook Islands | JAM | Jamaica | PCN | Pitcairn Islands | VNM | Vietnam |
| COL | Colombia | JEY | Jersey | PER | Peru | VUT | Vanuatu |
| COM Comoros | JOR | Jordan | PHL | Philippines | WLF | Wallis & Futuna | |
| CPV | Cape Verde | JPN | Japan | PLW | Palau | WSM Samoa | |
| CRI | Costa Rica | KAZ | Kazakhstan | PNG | Papua New Guinea | YEM | Yemen |
| CUB | Cuba | KEN | Kenya | POL | Poland | YMD | Yemen Democratic |
| CYM | Cayman Islands | KGZ | Kyrgyzstan | PRI | Puerto Rico | YUG | Yugoslavia Socialist Fed Rep |
| CYP | Cyprus | KHM | Cambodia | PRK | Korea Dem Peoples Republicof | ZAF | South Africa |
| CXR Christmas Island | KIR | Kiribati | PRT | Portugal | ZAR | Zaire | |
| CZE | Czech Republic | KNA | St Kitts And Nevis | PRY | ZMB | Zambia | |
| DEU Germany | KOR | Korea Republic of | PSE | Paraguay | ZWE | Zimbabwe | |
| DJI | Djibouti | KWT | Kuwait | Palestinian TerritoryOccupied | |||
| DMA | Dominica | LAO | Laos | PYF | French Polynesia | ||
| DNK | Denmark | LBN | Lebanon | QAT | Qatar | ||
| DOM Dominican Republic | REU | Reunion |
| RWA | Rwanda | ||
|---|---|---|---|
| SDN | Sudan | ||
| SEN | Senegal | ||
| SGP | Singapore | ||
| Isl | |||
| SHN | St Helena | ||
| MAF | St Martin | ||
| MAR | Morocco | ||
| MCO Monaco | |||
| MDA | Republic Of Moldova | ||
| MDG | Madagascar | SLV | El SalvadorSan Marino |
| MDV | Maldives | SMR | Somalia |
| MEX | Mexico | SOM | |
| MHL | Marshall Islands | ||
| MKD | Macedonia Former Yugoslav | ||
| Rep | |||
| MLT | Mauritania | SVK | Slovakia |
| SVN | Slovenia | ||
| MNE | Montenegro | ||
| MNG Mongolia | |||
| MNP | Northern Mariana Islands | ||
| MOZ | Mozambique | ||
| MSR | Montserrat | TCD | Chad |
| MTQ | Martinique | TGO | Togo |
| MUS | Mauritius | THA | Thailand |
| MWI | Malawi | TJK | Tajikistan |
| MYS | Malaysia | TKL | Tokelau |
| MYT | Mayotte | TKM | Turkmenistan |
| NAM | Namibia | TLS | Timor-Leste |
| NCL | New Caledonia | TMP | East Timor |
| NER | Niger | TON | Tonga |
| NFK | Norfolk Island | ||
| NGA | Nigeria | TUN | Tunisia |
| TUR | Turkey | ||
| TWN | Taiwan | ||
| NOR | Norway Montenegro | ||
| NPL | Nepal | UGA | Uganda |
| NRU | Nauru | UKR | Ukraine |
| NZL | New Zealand | ||
| OMN Oman | |||
| PAK | Pakistan | ||
| PAN | Panama | UZB | Uzbekistan |
| PCN | Pitcairn Islands | VNM | Vietnam |
| PER | Peru | ||
| WSM Samoa | |||
| PNG | Papua New Guinea | YEM | Yemen |
| POL | Poland | ||
| of | ZAF | South Africa | |
| ZAR | Zaire | ||
| PRY | Paraguay | ZMBZWE | ZambiaZimbabwe |
| Occupied | |||
| PYF | French Polynesia | ||
| QAT | Qatar | ||
| REU | Reunion |
| RWA | Rwanda |
|---|---|
| SAU | Saudi Arabia Kingdom Of |
| SDN | Sudan |
| SEN | Senegal |
| SGP | Singapore |
| SGS | Sth Georgia & Sth Sandwich |
| Isl | |
| SHN | St Helena |
| SLB | Solomon Islands |
| SLV | El Salvador |
| SMR | San Marino |
| SOM | Somalia |
| SPM | St Pierre And Miquelon |
| SVN | Slovenia |
| TCA | Turks & Caicos Islands |
| Chad | |
| TCD | |
| TGO | Togo |
| THA | Thailand |
| TKL | Tokelau |
| TKM | Turkmenistan |
| TLS | Timor-Leste |
| TMP | East Timor |
| TON | Tonga |
| TTO | Trinidad & Tobago |
| TUN | Tunisia |
| TUR | Turkey |
| TWN | Taiwan |
| TZA | Tanzania United Republic of |
| UGA | Uganda |
| UKR | Ukraine |
| USA | United States of America |
| UZB | Uzbekistan |
| VNM | Vietnam |
| WSM Samoa | |
| YEM | Yemen |
| YMD | Yemen Democratic |
| YUG | Yugoslavia Socialist Fed Rep |
| ZAF | South Africa |
| ZAR | Zaire |
| ZMB | Zambia |
| ZWE | Zimbabwe |