Chair's Address to Shareholders
Released
Released
Announcement PDF
ASX Release
CHAIRPERSON’S ADDRESS & COMPANY PRESENTATION AT ANNUAL
GENERAL MEETING
Melbourne, Australia, 24 April 2024: Vinyl Group Ltd (ASX: VNL), Australia’s only ASX-listed music
Company, is pleased to present a copy of the Chairperson’s Address to be delivered at Vinyl Group’s
Extraordinary General Meeting being held today. The Company will also present the Quarterly Update
released to the market this morning.
Authorisation and Additional Information:
Vinyl Group Investor Relations:
This announcement was authorised by the Board
E: investors@vinyl.group
of Vinyl Group Ltd
-Ends-
ABOUT VINYL GROUP
Vinyl Group is the heartbeat of an equitable music world, providing tech solutions that connect and give
credit to the creator economy. The Company’s diverse portfolio has touchpoints across all corners of the
global music ecosystem, empowering everyone from creators to consumers. Vinyl.com offers a
world-class ecommerce experience including over 50K titles for fans to support their favourite artists.
Vampr is a leading dedicated social-professional networking platform and talent marketplace, allowing
1.3M creators to discover collaborators and monetise their work in over 180 countries. Jaxsta is the
world’s largest and only database of official music credits with over 380M verified credits to streamline
revenue opportunities for businesses in the music industry. The Brag Media is Australia’s largest creator of
premium youth content and events and publishes iconic titles including Rolling Stone AU/NZ, Variety
Australia, TheBrag.com, The Music Network, Tone Deaf, and more.
Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL
Welcome:
To all participating shareholders in attendance, welcome to this general meeting of Vinyl Group Ltd.
My name is Linda Jenkinson, and I am chairperson of the company.
Iʼd like to begin by acknowledging the Traditional Owners of the lands on which we all meet today
and pay my respects to Elders past, present and emerging.
I would like to introduce my fellow director Ken Gaunt in the room and Steve Gledden and Ben
Katovsky online. Our Company Secretary Jorge Nigaglioni is also present online.
Also in the audience today, is our CEO Josh Simons and on behalf of everyone, I welcome our
shareholders to this meeting.
Opening:
I am informed that a quorum of members is present, and take pleasure in declaring this meeting
open.
Agenda:
We will cover through the procedure for registration & voting and move to the resolutions
presented for shareholder approval. At that time the formal business of the meeting will be called
to a close.
Our CEO Josh will then provide an update on the progress over the last quarter and the year so far
and talk more about the strategy of the business going forward.
Chair Address:
Over the last quarter we have integrated our last acquisition, The Brag Media, into our portfolio,
bringing additional platforms to expand our reach in the larger media and cultural space. This is a
further step in the move to grow and achieve a long term sustainable portfolio that drives returns
for growth to shareholders.
The last 2 years have been a continued period of significant change for our organisation and we
continue to advance closer to our transformation goal. The acquisitions and the investment into
our Vinyl.com consumer experience are yielding the necessary growth to optimise our cost
structure and position the Company to reach the next phase of its lifecycle. The Board and
management team are committed to the full execution of this plan and to bring Vinyl Group and its
shareholders the value we all know can be achieved by this business.
Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL
ASX:VNL EGM Official Business
24 April 2024
Welcome
Agenda
Welcome
Registration and Voting
Resolutions
Meeting Close
Company Presentation
RESOLUTION #1
RATIFICATION OF PRIOR
ISSUE OF SECURITIES
(CONVERTIBLE NOTE
CONVERSION)
To consider and, if thought fit, pass the following as an ordinary resolution of the
Company:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the
Shareholders ratify the issue of 269,185 fully paid ordinary shares in Vinyl Group Ltd at
an issue price of 5 cents per share, on the terms and conditions set out in the
Explanatory Memorandum.”
Votes
Resolution #1
For
Against
% of Votes
Votes
55,282,745
99.40%
Discretionary
29,833
335,804
0.60%
Abstain
88,826
% of Votes
0.05%
RESOLUTION #2
RATIFICATION OF PRIOR
ISSUE OF SECURITIES
(PLACEMENT)
To consider and, if thought fit, pass the following as an ordinary resolution of the
Company:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the
Shareholders ratify the issue on 31 January 2024 of a total of 90,240,674 fully paid
ordinary shares in Vinyl Group Ltd at an issue price of 4.482 cents per share to
Realwise Group Holdings Pty Ltd (Realwise), on the terms and conditions set out in
the Explanatory Memorandum.”
Votes
Resolution #2
For
Against
% of Votes
Votes
73,060,145
99.91%
Discretionary
27,025
65,022
0.09%
Abstain
104,210
% of Votes
0.04%
RESOLUTION #3
ISSUE OF SECURITIES
(CONVERTIBLE NOTE)
To consider and, if thought fit, pass the following as an ordinary resolution of the
Company:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the
Shareholders approve the issue of a Convertible Note (Realwise Convertible Note) as
of the date of this Meeting to Realwise and the issue of the maximum number of
155,185,475 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 4.482
cents per share on conversion of the Realwise Convertible Note, on the terms and
conditions set out in the Explanatory Memorandum.”
Votes
Resolution #3
For
Against
% of Votes
Votes
72,532,758
99.14%
Discretionary
27,745
626,431
0.86%
Abstain
69,378
% of Votes
0.04%
RESOLUTION #4
APPROVAL OF
ACQUISITION OF
RELEVANT INTEREST IN
SHARES BY REALWISE ON
CONVERSION OF THE
CONVERTIBLE NOTE
To consider and, if thought fit, pass the following as an ordinary resolution of the
Company:
“That, for the purposes of item 7 of section 611 of the Corporations Act and for all
other purposes, approval be given for the increase in the relevant interest of Realwise
and its associates (as defined in the Corporations Act) as a result of the issue of the
Realwise Convertible Note and as a result of the issue of the Shares on conversion of
the Realwise Convertible Note which, in addition to the 140,240,674 shares already
held by Realwise and it associates, it will result in Realwise’s voting power increasing
from 19.98% to approximately 34.47%, on the terms and conditions set out in the
Explanatory Memorandum.”
Votes
Resolution #4
For
Against
% of Votes
Votes
72,521,928
99.15%
Discretionary
27,745
621,967
0.85%
Abstain
84,672
% of Votes
0.04%
Meeting Close
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