Notice of Annual General Meeting
Released
Released
Announcement PDF
24 October 2024
Dear Shareholder,
On behalf of the Directors of Vinyl Group Ltd ACN 106 513 580 (Vinyl Group), I am pleased to invite
you to attend Vinyl Group’s 2024 Annual General Meeting. Enclosed is the Notice of Meeting setting
out the business of the AGM (which includes the Explanatory Memorandum and Attachments).
The Company advises that Vinyl Group’s Annual General Meeting will be held on Friday, 29
November 2024 at 2:00pm (Melbourne time) in The Commons at 11 Wilson St South Yarra VIC
3141.
The Board encourages shareholders to monitor the Company’s website and ASX page for any
updates in relation to the General Meeting that may need to be provided.
If you are attending the AGM, please submit your Proxy Form by no later than 2:00pm Wednesday
27 November 2024 to facilitate a faster registration. If you are unable to attend the AGM, you must
complete and return the enclosed Proxy Form by no later than 2:00pm (Melbourne time) on
Wednesday 27 November 2024 in one of the ways specified in the Notice of Meeting and Proxy
Form.
I also encourage you to read the enclosed Notice of Meeting (including the Explanatory
Memorandum and Attachments) and the Proxy Form and consider directing your proxy on how to
vote on each Resolution by marking either the “for” box, the “against” box or the “abstain” box on
the Proxy Form.
Subject to the Directors’ abstentions, the Directors of Vinyl Group otherwise unanimously
recommend that shareholders vote in favour of all resolutions.
Thank you for your support of Vinyl Group and I look forward to your attendance and the
opportunity to answer questions for you.
Yours faithfully,
Linda Jenkinson
Chairman
VINYL GROUP LTD
ACN 106 513 580
Vinyl Group Ltd | Notice of Annual General Meeting | page 1 of 7
Notice of 2024 Annual General Meeting
Notice is given that the 2024 Annual General Meeting (AGM or Meeting) of the shareholders of Vinyl
Group Ltd (Vinyl Group or the Company) will be held:
Date:
Friday, 29 November 2024
Time: 2:00pm (Melbourne time)
Venue: The Commons at 11 Wilson St South Yarra VIC 3141
The Explanatory Memorandum accompanying this Notice of Meeting (Explanatory Memorandum)
provides additional information on matters to be considered at the AGM. The Explanatory
Memorandum, Entitlement to Attend and Vote section, Proxy Form and Attachments are part of this
Notice of Meeting and should be read in their entirety. If shareholders of the Company
(Shareholders) are in doubt as to how they should vote, they should seek advice from their
accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact
Jorge Nigaglioni (Company Secretary) by email at co_sec@vinyl.group.
Consideration of reports
The first item of business is to receive and consider the Financial Report, the Directors’ Report, and
the Independent Auditor’s Report of the Company for the financial year ended 30 June 2024.
All Shareholders can view the Company’s Annual Report which contains the Financial Report, the
Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 30 June
2024 on the Company’s website at https://vinyl.group/.
Questions and comments
Following consideration of the Reports, the Chairman will give Shareholders a reasonable
opportunity to ask questions about, or comment on the management of the Company.
The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions
relevant to:
1)
the conduct of the audit;
2)
the preparation and content of the Independent Auditor’s Report;
3)
the accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
4)
the independence of the Auditor in relation to the conduct of the audit.
The Chairman will also give the Auditor a reasonable opportunity to answer written questions
submitted by Shareholders that are relevant to the content of the Independent Auditor’s Report or
the conduct of the audit. A list of relevant written questions submitted by Shareholders will be
Vinyl Group Ltd | Notice of Annual General Meeting | page 2 of 13
made available at the start of the AGM and any written answers tabled by the Auditor at the AGM
will be made available as soon as practicable after the Meeting.
Items for approval
Resolution 1: Election of Director – Joshua Simons
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“That Joshua Simons, in accordance with clause 14.3 of the Company’s Constitution and being
eligible for election and consenting to act, is elected as a Director of the Company.”
Resolution 2: Re-election of Director – Ken Gaunt
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
“That Ken Gaunt, who retires by rotation in accordance with clause 14.2 of the Company’s
Constitution and being eligible for election, is re-elected as a Director of the Company.”
Resolution 3: Remuneration Report
To consider and if thought fit, pass the following as a non-binding resolution of the Company:
“That the Company’s Remuneration Report for the financial year ended 30 June 2024, as set out in the
Directors’ Report, is adopted.”
The Remuneration Report is contained in the 2024 Annual Report (available at https://vinyl.group/).
Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth)
(Corporations Act), the vote on this resolution is advisory only and does not bind the Directors or
the Company.
Voting Exclusion Statement – Resolution 3
The Company will disregard any votes cast in favour of Resolution 3:
1)
by, or on behalf of, a member of the Key Management Personnel (KMP) named in the 2024
Remuneration Report or a closely related party of such a KMP (any spouse, dependent or
company they control), regardless of the capacity in which the vote is cast;
2)
as a proxy by a member of the KMP at the date of the Meeting, or that KMP’s closely related
party,
unless the vote is cast as a proxy for a person who is entitled to vote on this Resolution:
3)
in accordance with their directions on how to vote on the Proxy Form; or
4)
by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form.
Vinyl Group Ltd | Notice of Annual General Meeting | page 3 of 13
Resolution 4: Approval of additional share issue capacity under ASX
Listing Rule 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following as a special
resolution of the Company:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the
Shareholders of the Company approve the issue of equity securities in the Company up to 10% of the
issued capital of the Company (at the time of the issue) calculated in accordance with the formula
prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory
Memorandum.”
Voting Exclusion Statement – Resolution 4
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
1)
any person who is expected to participate in, or who will obtain a material benefit as a result
of, the proposed issue, except a benefit solely by reason of being a holder of ordinary
securities in the Company; or
2)
an associate of those persons.
As at the date of this Notice of Meeting, the Company has no specific plans to issue securities under
the 10% placement facility under ASX Listing Rule 7.1A and therefore it is not known who (if any)
may participate in a potential issue of securities under the placement facility (if any) under ASX
Listing Rule 7.1A. On that basis, the Company is not aware of any person who would be excluded
from voting on this resolution. However, the Company need not disregard a vote cast on Resolution
4 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
3)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
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
b)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Vinyl Group Ltd | Notice of Annual General Meeting | page 4 of 13
Resolution 5: Issue of options – Stephen Gledden
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to:
i.
ii.
issue 10,000,000 unlisted options to Stephen Gledden, being a Director of the Company,
or his nominee on the terms and conditions set out in the Explanatory Memorandum;
and
issue up to 10,000,000 fully paid ordinary shares in the Company to Stephen Gledden
upon the exercise of any such unlisted options in accordance with the unlisted options
terms set out in the Explanatory Memorandum.”
Resolution 6: Issue of options – Ben Katovsky
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to:
i.
issue 10,000,000 unlisted options to Ben Katovsky, being a Director of the Company, or
his nominee on the terms and conditions set out in the Explanatory Memorandum; and
ii.
issue up to 10,000,000 fully paid ordinary shares in the Company to Ben Katovsky upon
the exercise of any such unlisted options in accordance with the unlisted options terms
set out in the Explanatory Memorandum.”
Resolution 7: Issue of options – Linda Jenkinson
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to:
i.
issue 10,000,000 unlisted options to Linda Jenkinson, being a Director of the Company,
or her nominee on the terms and conditions set out in the Explanatory Memorandum;
and
ii.
issue up to 10,000,000 fully paid ordinary shares in the Company to Linda Jenkinson
upon the exercise of any such unlisted options in accordance with the unlisted options
terms set out in the Explanatory Memorandum.”
Vinyl Group Ltd | Notice of Annual General Meeting | page 5 of 13
Resolution 8: Issue of options – Robert Gaunt
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to:
i.
issue 10,000,000 unlisted options to Robert Gaunt, being a Director of the Company, or his
nominee on the terms and conditions set out in the Explanatory Memorandum which
forms part of this Notice of Meeting; and
ii.
issue up to 10,000,000 fully paid ordinary shares in the Company to Robert Gaunt upon
the exercise of any such unlisted options in accordance with the unlisted options terms
set out in the Explanatory Memorandum.”
Resolution 9: Issue of options – Joshua Simons
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to:
iii.
issue 10,000,000 unlisted options to Joshua Simons, being a Director of the Company, or his
nominee on the terms and conditions set out in the Explanatory Memorandum which forms part
of this Notice of Meeting; and
iv.
issue up to 10,000,000 fully paid ordinary shares in the Company to Joshua Simons upon the
exercise of any such unlisted options in accordance with the unlisted options terms set out in the
Explanatory Memorandum.”
Voting Exclusion Statement – Resolutions 5 to 9
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of
Resolutions 5 to 9 by or on behalf of:
1)
a Director of the Company who is to receive the securities in questions; and
2)
an associate of any of those respective Directors.
However, the Company need not disregard a vote cast on Resolutions 5 to 9 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the proxy form; or
2)
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy decides.
Vinyl Group Ltd | Notice of Annual General Meeting | page 6 of 13
In accordance with section 250BD of the Corporations Act 2001 (Cth) (Corporations Act), a vote
must not be cast on Resolutions 5 to 9 as a proxy by a member of the key management personnel
(KMP) of the Company at the date of the AGM, or a closely related party of those persons, unless it
is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on
voting undirected proxies does not apply to the Chairman of the Meeting where the proxy
appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even
if the resolution is connected, directly or indirectly, with the remuneration of the KMP.
Resolution 10: Adoption of Employee Option Plan
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary
resolution of the Company:
“That, subject to and conditional upon the passing of all Essential Resolutions, for the
purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is
given for the Company to adopt an employee incentive scheme titled “Employee Option
Plan” and for the issue of Options under that Employee Option Plan, on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion Statement – Resolution 10
The Company will disregard any votes cast in favour of Resolution 10 by any Director except one
who is ineligible to participate in any employee incentive scheme in relation to the Company, or
any associates of those Directors. However, the Company need not disregard a vote cast on
Resolution 10 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides; or
3)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
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
b)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
1) the proxy is either:
a) a member of the Key Management Personnel; or
b) a Closely Related Party of such a member; and
2) the appointment does not specify the way the proxy is to vote on this Resolution.
Vinyl Group Ltd | Notice of Annual General Meeting | page 7 of 13
However, the Company need not disregard a vote cast on Resolution 10 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides even though this
Resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
Resolution 11: Ratification of prior issue of securities (Mediaweek asset
acquisition)
To consider and, if thought fit, to pass, with or without amendment, 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 4 September 2024 of a total of 5,178,624 fully paid ordinary shares in Vinyl Group Ltd at an
issue price of 9.66 cents per share, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion Statement – Resolution 11
The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of a person
who participated in the issue or any associates of those persons. However, the Company need not
disregard a vote cast on Resolution 11 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides; or
3)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
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
b)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Vinyl Group Ltd | Notice of Annual General Meeting | page 8 of 13
Resolution 12: Ratification of prior issue of securities (Serenade asset
acquisition)
To consider and, if thought fit, to pass, with or without amendment, 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 the 8,214,396 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 9.74 cents per
share on 30 September 2024 to Serenade Sound Pty Ltd, on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement – Resolution 12
The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of a person
who participated in the issue or any associates of those persons. However, the Company need not
disregard a vote cast on Resolution 12 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
3)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
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
b)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Resolution 13: Ratification of prior issue of securities (Options - Shand)
To consider and, if thought fit, to pass, with or without amendment, 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 the 5,000,000 share options on __ October 2024 to Max Shand at an exercise price of ___ cents
per share, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement – Resolution 13
The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of a person
who participated in the issue or any associates of those persons. However, the Company need not
disregard a vote cast on Resolution 13 if:
1)
it is cast by a person as proxy for a person who is entitled to vote in accordance with the
directions on the Proxy Form; or
Vinyl Group Ltd | Notice of Annual General Meeting | page 9 of 13
2)
it is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy decides.
3)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
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
b)
the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Other business
To transact any other business that may be lawfully brought forward in accordance with the
constitution of the Company (Constitution), the Corporations Act and the ASX Listing Rules.
BY ORDER OF THE BOARD
Jorge Nigaglioni
Company Secretary
24 October 2024
Vinyl Group Ltd | Notice of Annual General Meeting | page 10 of 13
Entitlement to attend and vote
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has
determined that persons who are registered holders of shares of the Company as at 2:00pm
(Melbourne time) on Wednesday, 27 November 2024 being the time that is not more than 48 hours
before the date of the Meeting will be entitled to attend and vote at the AGM as a shareholder.
If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by
attorney or by representative) and tenders a vote, only the vote of the joint holder whose name
appears first on the register will be counted.
Appointment of Proxy
If you are a shareholder entitled to attend and vote, you may appoint an individual or a body
corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure
that it appoints a corporate representative in accordance with section 250D of the Corporations Act
to exercise its powers as proxy at the AGM.
A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies and specify the proportion or number of votes each
proxy may exercise. If the shareholder does not specify the proportion or number of votes to be
exercised, each proxy may exercise half of the shareholder’s votes.
To be effective, the proxy must be received at the Share Registry of the Company no later than
2:00pm (Melbourne time) on Wednesday, 27 November 2024 (being 48 hours before the AGM).
Proxies must be received before that time by one of the following methods:
By post:
Vinyl Group Ltd
C/- Automic Share Registry
GPO Box 5193,
Sydney NSW 2001
By facsimile:
1300 288 664 (within Australia)
or +61 2 9698 5414 (outside Australia)
By delivery in person:
Automic Share Registry
Level 5, 126 Phillip Street
Sydney NSW 2000
Australia
Online:
https://www.automicgroup.com.au/
Email:
hello@automic.com.au
To be valid, a Proxy Form must be received by the Company in the manner stipulated above. The
Company reserves the right to declare invalid any proxy not received in this manner.
Vinyl Group Ltd | Notice of Annual General Meeting | page 11 of 7
Power of Attorney
A Proxy Form and the original power of attorney (if any) under which the Proxy Form is signed (or a
certified copy of that power of attorney or other authority) must be received by the Company no
later than 2:00pm (Melbourne time) on Wednesday, 27 November 2024, being 48 hours before the
AGM.
Corporate Representatives
A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to
appoint any person to act as its representative at the AGM. The appointment of the representative
must comply with the requirements under section 250D of the Corporations Act. The representative
should bring to the AGM a properly executed letter or other document confirming its authority to
act as the company’s representative. A “Certificate of Appointment of Corporate Representative”
form may be obtained from the Company’s share registry or online at
https://www.automicgroup.com.au/.
IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your
proxy by default, and you do not direct your proxy how to vote on Resolutions 5 through 9, then by
submitting the Proxy Form you will be expressly authorising the Chair to exercise your proxy on the
relevant resolution, even though the resolutions are connected, directly or indirectly, with the
remuneration of the KMP.
Voting at the Meeting
Pursuant to Clause 13.14 of the Company’s Constitution, voting on each of the proposed
resolutions at this Meeting will be conducted by a show of hands, or poll, at the discretion of the
Chair.
Shareholder Questions
Shareholders who are unable to attend the Meeting or who may prefer to register questions in
advance are invited to do so. Please email investors@vinyl.group.
To allow time to collate questions and prepare answers, please submit any questions by 2:00pm
(Melbourne time) on Friday, 22 November 2024. Questions will be collated and, during the AGM, the
Chair will seek to address as many of the more frequently raised topics as possible. However, there
may not be sufficient time available at the AGM to address all topics raised. Please note that
individual responses will not be sent to shareholders.
Enclosures
Enclosed is the Proxy Form to be completed if you would like to be represented at the AGM by
proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Vinyl
Vinyl Group Ltd | Notice of Annual General Meeting | page 12 of 13
Group’s share registry’s website at https://www.automicgroup.com.au/ to ensure the timely and cost
effective receipt of your proxy instructions.
Vinyl Group Ltd | Notice of Annual General Meeting | page 13 of 13
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of shareholders of the
Company in relation to the business to be conducted at the Company’s AGM to be held online on
Friday, 29 November 2024 at 2:00pm (Melbourne time) The Commons at 11 Wilson St South
Yarra VIC 3141.
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is
reasonably required by Shareholders to decide how to vote upon the resolutions.
Subject to the Directors’ abstention from making a recommendation in respect of Resolution 3 and
5 through 9, the Directors unanimously recommend Shareholders vote in favour of all Resolutions.
The Chair of the Meeting intends to vote all available undirected proxies in favour of each
Resolution.
Resolutions 1, 2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 are ordinary resolutions, which require a simple
majority of votes cast by Shareholders present and entitled to vote on the resolution. Resolution 3,
relating to the Remuneration Report, is advisory only and does not bind the Directors or the
Company. Resolution 4 is to be voted on as special resolutions. For a special resolution to be
passed, at least 75% of the votes cast by Shareholders present and entitled to vote on the
resolution must be in favour of the resolution.
The Board of Directors of the Company (Board) recommends that Shareholders read this
Explanatory Memorandum and its Attachments, before determining whether to support the
Resolutions in the Notice of Meeting or otherwise. If you have any questions regarding the matters
set out in this Explanatory Memorandum, the Attachments or the Notice of Meeting, please contact
the Company Secretary, your stockbroker, your accountant, your solicitor or other professional
adviser.
RESOLUTION 1: Re-election of director – Joshua Simons
Clause 14.3 of the Constitution allows the Company to appoint at any time a person to be a Director
by resolution passed in General Meeting.
In order for the proposed directors to be eligible for election, either the proposed directors, or a
Shareholder intending to propose their nomination, must leave at the Company’s registered office
at least 30 Business Days before the Meeting, a written notice from the proposed directors
consenting to their nomination and signifying their candidature for the office, or a written notice
from a Shareholder signifying their intention to nominate the proposed directors.
Joshua was elected as a Director of the Company by the members of the Board of Directors on 16
May 2024.
Vinyl Group Ltd | Explanatory Memorandum | page 1 of 26
a)
Biography
Josh Simons is the CEO of Vinyl Group (ASX: VNL), Australia's only ASX-listed music
business. He is also the founder of Vampr, a leading social-professional network and
talent marketplace for the music industry, which was acquired by Jaxsta in 2023. Over
his career, Simons has raised over $25M AUD for his ventures from diverse sources,
including venture capital, institutional investors, high-net-worth individuals, family
offices, angel groups, and high-profile crowdfunding campaigns. Under his leadership,
Jaxsta relaunched as Vinyl Group in 2023 as a portfolio company encompassing Jaxsta,
Vampr, and Vinyl.com. In January 2024, Vinyl Group further expanded by acquiring The
Brag Media, adding iconic titles such as Rolling Stone Australia and The Music Network,
thereby establishing a media arm within the portfolio. Before transitioning to tech,
Simons, who was born in England, established and op
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