Notice of Annual General Meeting/Proxy Form
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 Groups’s 2024 Annual General Meeting.
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.
In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 which came into
force on 14 August 2021, the Company will not be dispatching physical copies of the Notice of
Meeting (“Notice”) to Shareholders. The Notice is being made available to Shareholders
Electronically and can be viewed and downloaded online at the following link:
https://investors.vinyl.group/info
Alternatively, the Notice will also be available on the Company’s ASX market announcements page.
The resolution will be decided on a poll. The poll will be conducted based on votes submitted by
proxy and at the Meeting.
The Board encourages shareholders to monitor the Company’s website and ASX page for any
updates in relation to the Annual General Meeting that may need to be provided.
To vote by proxy, please use one of the following methods:
Online
Lodge the Proxy Form online at https://investor.automic.com.au/#/home by
following the instructions: Log into the Automic website using the holding details
as shown on the Proxy Form. Click on “View Meetings” - “Vote”. To use the
online lodgement facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN))
as shown on the front of the Proxy Form.
By Post
Automic, GPO Box 5193, Sydney NSW 2001
By Hand
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL
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 (Sydney 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 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,
Jorge Nigaglioni
Company Secretary
VINYL GROUP LTD
ACN 106 513 580
Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL
NOTICE REGARDING SHAREHOLDER COMMUNICATIONS
Your right to elect to receive documents electronically or physically
The Corporations Amendment (Meetings and Documents) Act 2022 (Amendment Act) includes a
new requirement for public companies and listed companies to give shareholders notice of their
right to elect to be sent documents electronically or physically by the company in section 110K of the
Corporations Act.
There are new options for how Vinyl Group Ltd shareholders receive communications. Vinyl Group
Ltd will no longer send physical meeting documents unless a shareholder requests a copy to be
mailed.
Providing your email address to receive shareholder communications electronically
Vinyl Group Ltd encourages all shareholders to provide an email address so we can provide investor
communications electronically when they become available online, which includes items such as
meeting documents and annual reports.
By providing your email address, you will:
•
Support the company by reducing the cost of mailing/postage
•
Receive your investor communications faster and in a more secure way
•
Help the environment through the need for less paper
How do I update my communications preferences?
Shareholders can still elect to receive some or all of their communications in physical or electronic
form or elect not to receive certain documents such as annual reports. To
review your communications preferences, or sign up to receive your shareholder communications
via email, please update your communication preferences at https://investor.automic.com.au/
If you are a shareholder and would like a physical copy of a communication, need further
information about the options available to you or have questions about your holding, visit
https://investor.automic.com.au/ or contact our share registry:
Telephone (within Australia): 1300 288 664
Telephone (outside Australia): +61 2 9698 5414
Email: hello@automicgroup.com.au
Website: https://investor.automic.com.au/
Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL
Proxy Voting Form
If you are attending the Meeting
in person, please bring this with you
for Securityholder registration.
Vinyl Group Limited | ABN 15 106 513 580
Your proxy voting instruction must be received by 02.00pm (AEDT) on Wednesday, 27 November 2024, being not later than 48
hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the
scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsah or
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All
your shares will be voted in accordance with such a direction unless you indicate only a portion of 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:
Automic
GPO Box 5193
Sydney NSW 2001
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
BY EMAIL:
meetings@automicgroup.com.au
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
CORPORATE REPRESENTATIVES
1300 288 664 (Within Australia)
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
+61 2 9698 5414 (Overseas)
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Vinyl Group Limited, to be held at 02.00pm (AEDT) on Friday,
29 November 2024 at 11 Wilson St, South Yarra VIC 3141 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolutions 3 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 3 and 10
are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
For
Against Abstain Resolutions
For
Election of Director – Joshua Simons
8
Issue of options – Robert Gaunt
2
Re-election of Director – Ken Gaunt
9
Issue of options – Joshua Simons
3
Remuneration Report
10
Adoption of Employee Option Plan
4
Approval of additional share issue capacity
under ASX Listing Rule 7.1A
11
Ratification of prior issue of securities
(Mediaweek asset acquisition)
5
Issue of options – Stephen Gledden
12
Ratification of prior issue of securities
(Serenade asset acquisition)
6
Issue of options – Ben Katovsky
13
Ratification of prior issue of securities
(Options - Shand)
7
Issue of options – Linda Jenkinson
Against Abstain
VNL
Resolutions
1
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Sole Director and Sole Company Secretary
Contact Name:
Securityholder 2
Securityholder 3
Director
Director / Company Secretary
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/
/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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