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YOWIE GROUP LTD — AGM Information 2021
Nov 4, 2021
66111_rns_2021-11-04_cb998e85-a191-476a-96bf-3c6c9267c5ae.pdf
AGM Information
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Notice is given that the Annual General Meeting (Meeting) of Yowie Group Limited (“Yowie” or “Company”) will be held as follows:
Date: Wednesday, 8 December 2021 Time: 10.00am (AEDST) Venue: Online at https://meetings.linkgroup.com/YOW21
Dear Shareholder
Notice of Meeting
The full Notice of Meeting which sets out the Agenda (including details of all resolutions being put to the meeting), important voting information and an Explanatory Statement can be found at: https://yowieworld.com/investors-and-corporate/
In light of the ongoing global COVID-19 pandemic, the Company has decided to hold the meeting online this year, to ensure all Shareholders can participate in the Meeting whilst maintaining their health and safety. Shareholders will not be able to attend in person and can only participate in the Meeting online via the link provided.
If you have any difficulties obtaining a copy of the full Notice of Meeting please contact Yowie’s share registry, Link Market Services, at: [email protected]
Attendance via online platform
Shareholders are able to participate in the Meeting virtually via the online platform at https://meetings.linkgroup.com/YOW21
We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:
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Enter https://meetings.linkgroup.com/YOW21 into a supported web browser on your computer or online device;
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Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of their Proxy Form; and
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Proxyholders will need their proxy code which Link Market Services will provide via email prior to the Meeting.
Shareholders will be able to ask questions and vote during the Meeting.
Further information on how to participate virtually is set out in the full Notice of Meeting and the Virtual Meeting Online Guide, which are both available at: https://yowieworld.com/investors-and-corporate/
Head Office Yowie Group Ltd Level 4, 216 St Georges Terrace Perth WA 6000 PO Box 7315, Perth WA 6850 Phone +61 8 6268 2640 Fax +61 8 6268 2699
ABN 98 084 370 669
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Proxy Lodgements
Shareholders who choose to lodge a proxy should follow the instructions on their personalised Proxy Form (enclosed), which must be received by Yowie’s share registry, Link Market Services, by 10.00am (AEDST) Monday 6 December 2021.
Please refer to the full Notice of Meeting for further important information.
Yours sincerely
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Neville Bassett Company Secretary
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Head Office Yowie Group Ltd Level 4, 216 St Georges Terrace Perth WA 6000
PO Box 7315, Perth WA 6850 Phone +61 8 6268 2640 Fax +61 8 6268 2699
ABN 98 084 370 669
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ABN 98 084 370 669
LODGE YOUR VOTE
ONLINE
www.linkmarketservices.com.au
BY MAIL Yowie Group Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000
ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Yowie Group Ltd and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEDT) on Wednesday, 8 December 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/YOW21 (refer to details in the Virtual Meeting Online Guide). Important for Resolutions 1, 5 & 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1,5 & 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairperson intends to vote undirected proxies on, and in favour of, all resolutions other than Resolution 7 where the Chair intends to vote against (if it is put to the Meeting). VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 6 Appointment of Sean Taylor as a 1 Adoption of Remuneration Report Director 2 Re-election of Director - Board Recommendation: The Board recommends shareholders vote Louis Carroll AGAINST resolution 7. For Against Abstain * 3 Election of Director – 7 Special Meeting to be Held Within 90 Scott Hobbs Days (“Spill Resolution”)
- 4 Adoption of Yowie Group Limited Employee Incentive Plan
Note – Resolution 7 will only be put to the Meeting if at least 25% of Employee Incentive Plan votes cast on Resolution 1 (Adoption of Remuneration Report) are “against” that Resolution. If less than 25% of the votes cast on 5 Approval for Issue of Service Rights to Resolution 1 are against that Resolution, then Resolution 7 will not be Proposed Director put to the Meeting.
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) Director |
|---|---|---|
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
YOW PRX2101N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Monday, 6 December 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
APPOINTMENT OF PROXY
Proxy Forms may be lodged:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL Yowie Group Ltd APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and Level 12 (b) return both forms together. 680 George Street Sydney NSW 2000 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. subject to public health orders and restrictions Joint Holding: where the holding is in more than one name, either shareholder may sign.
QR Code
Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000
*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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COMMUNICATION PREFERENCE
We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.