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WAM GLOBAL LIMITED — AGM Information 2021
Oct 21, 2021
66056_rns_2021-10-21_2412a6bb-3385-418b-b14d-f75d24d49c4d.pdf
AGM Information
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Notice of 2021 Annual General Meeting
Date Tuesday 23 November 2021 Time 12:00pm (AEDT) Access https://web.lumiagm.com/330330017
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ABN 76 624 572 925
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Notice of 2021 Annual General Meeting
Notice is given that the 2021 Annual General Meeting (AGM) of members of WAM Global Limited (the Company) will be held hosted online as follows:
| Date | Tuesday 23 November 2021 |
|---|---|
| Time | 12:00pm (AEDT) |
| Access | https://web.lumiagm.com/330330017 |
Information on how to participate in the virtual meeting is outlined in the AGM Online User Guide on pages 7 to 10 of this Notice of Meeting.
Business
Financial statements and Reports
To receive and consider the financial statements, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2021.
Note : There is no requirement for shareholders to approve these reports.
Resolution 1: Adoption of Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That in accordance with Section 250R of the Corporations Act 2001 (Cth), the Remuneration Report, as set out in the Directors’ Report, be adopted.”
Notes:
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a) the vote on this resolution is advisory only and does not bind the Directors or the Company.
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b) the Company’s key management personnel (whose remuneration details are included in the Remuneration Report) and their closely related parties must not cast a vote on the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution, and that proxy specifies how to vote on the resolution or the vote is cast by the Chairman as proxy for a member eligible to vote on the resolution, the proxy does not specify how to vote on the resolution and the proxy expressly authorises the Chairman to vote even if it is connected with the remuneration of a member of the key management personnel.
or ‘abstain’ you should mark the relevant box in the attached proxy and question form.
Resolution 2: Re-election of Director
– Kate Thorley
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Ms Kate Thorley, who retires by rotation in accordance with Rule 6.7 of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering herself for re-election, be re-elected as a Director of the Company.”
Information about Ms Thorley appears in the Explanatory Memorandum attached to this Notice of Meeting.
Resolution 3: Re-election of Director
– Caesar Bryan
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Mr Caesar Bryan, who retires by rotation in accordance with Rule 6.7 of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”
Information about Mr Bryan appears in the Explanatory Memorandum attached to this Notice of Meeting.
Resolution 4: Increase to Directors’ Fee Cap
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
- c) the Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote ‘against’
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WAM Global Limited wilsonassetmanagement.com.au Page 2 of 10 Notice of 2021 AGM ABN 76 624 572 925
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“That pursuant to and in accordance with ASX Listing Rule 10.17 and the Company’s Constitution, and for all other purposes, the maximum total remuneration of Directors be increased by $30,000 from $90,000 per annum to $120,000 per annum.”
Voting exclusion statement: T he Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of a Director or an associate of a Director. However, the Company will not disregard a vote if it is cast:
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a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy and question form;
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b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy and question form to vote as the proxy decides; or
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c) 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:
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a. 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
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b. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
The Company’s key management personnel and their closely related parties must not cast a proxy vote on this resolution unless they are appointed in writing as a proxy for a member eligible to vote on the resolution and that proxy specifies how to vote on the resolution. Proxy forms will permit authorisation of the Chairman to vote, and the Chairman will, vote, all undirected proxies in favour of this resolution.
Proxies
A member entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her place. A proxy does not need to be a member of the Company.
If a member appoints two proxies, the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the member’s votes. If the specified proportion or number of votes exceeds that which the member is entitled to, each proxy may exercise half of the member’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.
Proxies can be appointed in one of three ways:
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a) online through the share registry’s website at www.votingonline.com.au/wamglobalagm2021;
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b) by posting or delivering the proxy and question form by hand to the share registry (addresses below); or
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c) by faxing the proxy and question form to the share registry (fax number below).
Proxies must be appointed no later than 48 hours before the AGM i.e. 12:00pm (AEDT) on 21 November 2021.
Hand deliveries to our share registry: Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000
Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001
Fax number:
+61 2 9290 9655
A proxy and question form is provided with this Notice of Meeting.
Online voting procedures during the AGM
To participate in the AGM online, shareholders may do so:
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a) From their computer, by entering the URL into their browser: https://web.lumiagm.com/330330017
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b) From their mobile device by entering the URL in their browser: https://web.lumiagm.com/330330017.
To participate in the AGM online, you can log in to the meeting by entering:
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The meeting ID, which is 330-330-017
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Your username, which is your Voter Access Code (located either on your proxy and question form, Notice of Meeting email or by logging onto www.investorserve.com.au).
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Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the AGM Online User Guide for their password details.
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If you have been nominated as a third party proxy, please contact Boardroom on 1300 420 372.
Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. More information regarding participating in the AGM online can be found by visiting
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WAM Global Limited wilsonassetmanagement.com.au Page 3 of 10 Notice of 2021 AGM ABN 76 624 572 925
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www.wilsonassetmanagement.com.au or at the end of this Notice of Meeting.
In accordance with the Company’s Constitution, the Chairman intends to demand a poll on each resolution proposed at the AGM. Voting on each resolution considered at the AGM will be conducted by a poll rather than a show of hands.
The Chairman considers voting by poll to be in the interests of shareholders as a whole particularly as the AGM is being conducted as a virtual meeting and is a way to ensure the views of as many shareholders as possible are represented and offered an opportunity to participate at the AGM.
Optional question for the Chairman or Auditor
We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the AGM. If you would like to ask a question ahead of the meeting, please log onto www.votingonline.com.au/wamglobalagm2021. Alternatively, shareholders can complete the optional question for the Chairman or Auditor on the proxy and question form and return it to Boardroom Pty Limited. Shareholders participating in the meeting online may also ask questions during the course of the AGM.
Entitlement to Vote
In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cth) and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7:00pm (AEDT) on 21 November 2021. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
By order of the Board:
Jesse Hamilton Company Secretary 15 October 2021
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WAM Global Limited wilsonassetmanagement.com.au Page 4 of 10 Notice of 2021 AGM ABN 76 624 572 925
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Explanatory Memorandum
This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by shareholders of WAM Global Limited (the Company) at the 2021 Annual General Meeting (AGM) to be hosted online commencing at 12:00pm (AEDT) on Tuesday 23 November 2021 via https://web.lumiagm.com/330330017 .
The Directors recommend that shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.
Resolution 1: Adoption of Remuneration Report
The Company’s Remuneration Report sets out the remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ended 30 June 2021.
The Corporations Act requires that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Board will take the outcome of the vote into account when considering the future remuneration arrangements of the Company.
Shareholders will be given reasonable opportunity at the AGM to ask questions about, and make comments on, the Remuneration Report.
The Directors unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 1.
annual general meeting following the director’s appointment or 3 years, whichever is longer. If Resolution 2 is passed, Ms Thorley will be re-elected as a director of the Company and if Resolution 2 is not passed, Ms Thorley will cease to be a director of the Company.
The Directors (excluding Ms Thorley) strongly support the re-election of Ms Thorley and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 2.
Resolution 3: Re-election of Director – Caesar Bryan
LLB
Caesar Bryan has been a Director of the Company since March 2018. Caesar is an international fund manager with 41 years’ investment experience gained primarily with Gabelli Funds, which manages more than US$40 billion. Caesar manages the GAMCO International Growth Fund and Gabelli Gold Fund. He is also a member of the global investment team which is responsible for the GAMCO Global Growth Fund and the Gabelli International Small Cap Fund. In addition, he is on the management team of the GAMCO Global Gold and Natural Resources & Income Trust and GAMCO Natural Resources, Gold & Income. He has been with GAMCO Investors, Inc. since 1994.
Prior to joining GAMCO, Caesar was a portfolio manager at Lexington Management for seven years managing international and precious metals equity portfolios. Caesar began his investment career in 1979 at Samuel Montagu Company Ltd., the London based merchant bank. While at Samuel Montagu he spent two years at Aetna Life and Casualty in Hartford, Connecticut assisting in the management of their global equity fund.
Resolution 2: Re-election of Director
– Kate Thorley
BCom CA GAICD
Kate Thorley has been a Director of the Company since February 2018. Kate has over 16 years’ experience in the funds management industry and more than 22 years of financial accounting and corporate governance experience. Kate is the Chief Executive Officer of Wilson Asset Management (International) Pty Limited, Director of WAM Capital Limited, WAM Leaders Limited, WAM Active Limited, WAM Research Limited, WAM Microcap Limited, WAM Strategic Value Limited Future Generation Investment Company Limited and Future Generation Global Investment Company Limited.
Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. If Resolution 3 is passed, Mr Bryan will be re-elected as a director of the Company and if Resolution 3 is not passed, Mr Bryan will cease to be a director of the Company.
The Directors (excluding Mr Bryan) strongly support the re-election of Mr Bryan and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 3.
Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third
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wilsonassetmanagement.com.au Page 5 of 10 ABN 76 624 572 925
WAM Global Limited Notice of 2021 AGM
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Resolution 4: Increase to Directors’ Fee Cap
ASX Listing Rule 10.17 and the Company’s constitution provide that the maximum amount of remuneration paid to Directors in any financial year must not be increased without the approval of the Company’s shareholders in general meeting. At present, the maximum aggregate amount of fees that may be paid to the Company’s Directors in any financial year is $90,000.
Resolution 4 seeks shareholder approval to increase the Directors’ aggregate remuneration fee cap by $30,000 from $90,000 to $120,000 per annum.
The current Directors’ aggregate remuneration fee cap of $90,000 was set prior to the Company’s initial public offering and admission to the official list of the ASX in 2018 and has not been increased since. Remuneration paid to the Directors is determined and reviewed periodically by the Board to ensure it remains appropriate and in line with market levels. With the growth of the Company, the increase will allow the Board to appoint new high calibre Directors in the future. Refer to the Remuneration Report included in the 2021 Annual Report for details of the fees paid to Directors for the year ended 30 June 2021.
If Resolution 4 is passed, the increase in the Directors’ aggregate remuneration fee cap will give the Board flexibility over time to appoint new Directors or to increase fees payable to existing Directors, if such appointments or increases are considered appropriate and in line with market changes at the relevant time, however the Company may not necessarily utilise the full amount in any financial year.
If Resolution 4 is not passed, the Company will not be able to pay its Board more than $90,000 in total.
For the purposes of ASX Listing Rule 10.17, shareholders are advised that no shares or other securities in the Company have been issued by the Company to any non-executive Directors under ASX Listing Rules 10.11 or 10.14 with the approval of shareholders at any time in the last three years preceding the date of this notice.
As the Directors have an interest in the outcome of Resolution 4, they have refrained from making a recommendation in relation to this resolution.
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WAM Global Limited wilsonassetmanagement.com.au Page 6 of 10 Notice of 2021 AGM ABN 76 624 572 925
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AGM Online User Guide
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 www.web.lumiagm.com/330330017 on your computer, tablet or smartphone. You will need the latest version of Google Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
Meeting ID: 330-330-017
| Australian | Username – Voting Access Code (VAC*)andPassword(postcode of your registered address). |
|---|---|
| residents | *Voting Access Code (VAC) can be located on the first page of your proxy and question form or |
| on your notice of meeting email). | |
| Overseas | Username – Voting Access Code (VAC*)andPassword(three-character country code e.g. New |
| residents | Zealand – NZL. A full list of country codes can be found at the end of this guide). |
| *Voting Access Code (VAC) can be located on the first page of your proxy and question form or | |
| on your notice of meeting email). | |
| Appointed | To receive your Username and Password, please contact our share registry, Boardroom Pty Limited |
| proxy | on1300 420 372or+61 2 8023 5472between 8:30am to 5:30pm (Sydney time) Monday to |
| Friday. |
To join the meeting, you will be required to enter the above unique 9 digit meeting ID above and select ‘ Join Meeting ’. To proceed to registration, you will be asked to read and accept the terms and conditions. The website will be open and available for log in from 11:00am (Sydney time), Tuesday 23 November 2021.
Using the Lumi AGM platform
The Lumi AGM platform will ask in what capacity you are joining the meeting. Shareholders or appointed proxies should select “Shareholder or Proxy” and guests should select “Guest”.
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If you are a Shareholder , select “Securityholder or Proxy” and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxy holder select “Securityholder or Proxy” and enter the unique Username and Password provided by Boardroom and select ‘ Login ’.
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Voting Access Code (VAC)
Postcode or Country Code
WAM Global Limited wilsonassetmanagement.com.au Page 7 of 10
Notice of 2021 AGM ABN 76 624 572 925
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If you are not a Shareholder or Proxyholder, select ‘Guest’. You will be asked to enter your name and email address, then select ‘Continue’. Please note, guests are not able to ask questions or vote at the meeting.
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Navigation
Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast. If you are 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.
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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.
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Desktop/laptop users can watch the webcast in full screen, by selecting the full screen icon.
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To reduce the webcast to its original size, select the X at the top of the broadcast window.
To vote
If you would like to cast a vote:
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.
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Selecting this tab will open a list of all resolutions and their voting options. 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.
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wilsonassetmanagement.com.au Page 8 of 10
ABN 76 624 572 925
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WAM Global Limited Notice of 2021 AGM
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To ask a question
If you would like to ask a question:
Messaging:
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Select the messaging tab icon.
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Select the “Ask a question” box and compose your message.
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Select the send icon.
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You will receive confirmation that your question has been received.
The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the meeting.
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Asking Audio Questions
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Pause the broadcast before clicking on the link under “Asking Audio Questions”.
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Enter the requested details and click “Submit Request” to join the audio questions queue.
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The moderator will invite you to ask your question.
You will hear the meeting while you wait to ask your question. If you are asking an audio question and joining on your computer, please ensure that your computer has a microphone and is enabled for the meeting.
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Need help?
If you require any help using this system prior to or during the meeting, please call the share registry, Boardroom, on 1300 420 372 or +61 2 8023 5472 for assistance.
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WAM Global Limited wilsonassetmanagement.com.au Page 9 of 10 Notice of 2021 AGM ABN 76 624 572 925
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Country codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Bhutan BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CXR Christmas Island CYM Cayman Islands CYP Cyprus CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark
DOM Dominican Republic DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISL Iceland ISM Isle of Man ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait
LAO Laos QAT Qatar LBN Lebanon REU Reunion LBR Liberia ROU Romania LBY Libyan Arab Jamahiriya RUS Russian Federation LCA St Lucia RWA Rwanda LIE Liechtenstein SAU Saudi Arabia Kingdom Of LKA Sri Lanka SCG Serbia & Outlying LSO Lesotho SDN Sudan LTU Lithuania SEN Senegal LUX Luxembourg SGP Singapore LVA Latvia SGS Sth Georgia & Sth Sandwich Islands MAC Macao SHN St Helena MAF St Martin SJM Svalbard & Jan Mayen MAR Morocco SLB Solomon Islands MCO Monaco SLE Sierra Leone MDA Republic Of Moldova SLV El Salvador MDG Madagascar SMR San Marino MDV Maldives SOM Somalia MEX Mexico SPM St Pierre And Miquelon MHL Marshall Islands SRB Serbia MKD Macedonia Former Yugoslav Rep STP Sao Tome And Principe MLI Mali SUR Suriname MLT Mauritania SVK Slovakia MMR Myanmar SVN Slovenia MNE Montenegro SWE Sweden MNG Mongolia SWZ Swaziland MNP Northern Mariana Islands SYC Seychelles MOZ Mozambique SYR Syrian Arab Republic MRT Mauritania TCA Turks & Caicos Islands 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 TTO Trinidad & Tobago NGA Nigeria TUN Tunisia NIC Nicaragua TUR Turkey NIU Niue TUV Tuvalu NLD Netherlands TWN Taiwan NOR Norway Montenegro TZA Tanzania United Republic of NPL Nepal UGA Uganda NRU Nauru UKR Ukraine NZL New Zealand UMI United States Minor OMN Oman URY Uruguay PAK Pakistan USA United States of America PAN Panama UZB Uzbekistan PCN Pitcairn Islands VNM Vietnam PER Peru VUT Vanuatu PHL Philippines WLF Wallis & Futuna PLW Palau WSM Samoa PNG Papua New Guinea YEM Yemen POL Poland YMD Yemen Democratic PRI Puerto Rico YUG Yugoslavia Socialist Fed Rep PRK Korea Dem Peoples Republic ZAF South Africa PRT Portugal ZAR Zaire PRY Paraguay ZMB Zambia PSE Palestinian Territory Occupied ZWE Zimbabwe PYF French Polynesia
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WAM Global Limited wilsonassetmanagement.com.au Page 10 of 10 Notice of 2021 AGM ABN 76 624 572 925
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All correspondence to:
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By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
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By Fax +61 2 9290 9655
Online www.boardroomlimited.com.au By Phone (within Australia) 1300 420 372 (outside Australia) +61 2 8023 5472
Your vote is important
For your vote to be effective it must be recorded before 12:00pm (AEDT) on Sunday 21 November 2021
To vote online
Step 1: Visit http://www.votingonline.com.au/wamglobalagm2021 Step 2: Enter your Postcode OR Country of Residence (if outside Australia) Step 3: Enter your Voting Access Code (VAC):
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By smartphone
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Scan QR Code using smartphone QR Reader App
To vote by completing the proxy and question 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 and question form may be obtained by contacting the Company’s share registry or you may copy this form.
To appoint a second proxy, you must:
(a) complete two proxy and question forms. On each proxy and question 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.
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 share 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 and question 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 12:00pm (AEDT) on Sunday 21 November 2021 . Any proxy and question form received after that time will not be valid for the scheduled meeting.
(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 share registry.
Proxy and question forms may be lodged using the enclosed reply paid envelope or:
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Online www.votingonline.com.au/wamglobalagm2021
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By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
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In Person Level 12, 225 George Street Sydney NSW 2000 Australia
Attending the meeting
Due to ongoing coronavirus restrictions, attendance in person will not be permitted at the meeting. To participate virtually, please refer to the AGM Online User Guide appended to the Notice of Meeting.
ABN 76 624 572 925
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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 and question form
Step 1 Appoint a proxy
I/We being a member/s of WAM Global Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be hosted online on Tuesday 23 November 2021 at 12:00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters : If I/we have appointed the Chair of the
Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 even though Resolution 1 is connected with the remuneration of a member of the key management personnel for WAM Global Limited.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1) . If you wish to appoint the
Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
Step 2 Voting directions
*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
| will not be counted in calculating the required majority if a poll is called. | ||||||
|---|---|---|---|---|---|---|
| For | Against |
Abstain* | ||||
| Resolution 1 To adopt the Remuneration Report |
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| Resolution 2 To re-elect Ms Kate Thorley as a Director |
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| Resolution 3 To re-elect Mr Caesar Bryan as a Director |
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| Resolution 4 Approval to increase Directors’ Fee Cap |
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| Step 3 Signature of Shareholders | ||||||
| This form must be signed to enable your directions to be implemented. | ||||||
| Individual or Securityholder 1 Securityholder 2 |
Securityholder 3 | |||||
| Sole Director and Sole Company Secretary Director |
Director/Company Secretary | |||||
| Contact Name_____ Contact Daytime Telephone_____ |
Date | / | / | 2021 | ||
| Optional question for the Chairman or Auditor |
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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.