Cash Converters International Limited Notice of 2020 Annual
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Cash Converters International Limited ABN 39 069 141 546 Notice of 2020 Annual General Meeting, Monday, 23 November 2020 Commencing at 8:00am (Western Standard Time) Chairman’s Letter Dear Shareholder I am pleased to invite you to the 2020 Annual General Meeting (“Meeting” or “AGM”) of Cash Converters International Limited (“Company”) which will be held on Monday, 23 November 2020 at 8:00am (WST). In response to Government restrictions and the potential health risks arising from the COVID‐19 pandemic, this year the AGM will be held as a virtual meeting. There will not be a physical meeting, but shareholders can view and participate in the virtual AGM online using the following details: Online Meeting URL: www.web.lumiagm.com/372765520 Unique Meeting ID: 372‐765‐520 Shareholders will be able to participate in the AGM in real time through an online platform that allows shareholders to view the AGM, submit questions and vote while the Meeting is in progress. Further details on how to participate in the AGM is set out on the following pages. An “Online Voting Guide” will also be published on the ASX and the Company’s website. The Notice of Meeting details the business of the AGM and, together with the Explanatory Memorandum, contains important information in relation to the matters to go before shareholders. Even if you plan to attend the AGM online, we encourage you to submit a proxy vote as early as possible so that your vote will be counted if for any reason you cannot attend the AGM (for example, if there is an issue with your internet connection on the day that prevents you from attending). Shareholders can lodge their proxy online at www.investorvote.com.au or complete and return a hard‐ copy proxy form by 8:00am (WST) on Saturday, 21 November 2020. Hard copy proxy forms can be obtained by contacting Computershare on 1300 653 310 (within Australia) or +61 3 9415 4000 (outside Australia). Shareholders are also invited to submit questions ahead of the Meeting by sending an email to [email protected] ‐ questions must be submitted by 5:00pm (WST) on Monday, 16 November 2020. In the event that it is necessary for the Company to give further updates, information will be provided on the Company’s website and lodged with the ASX. On behalf of the Board, I look forward to welcoming you to the Company’s 2020 AGM. Yours sincerely Jason Kulas Chairman Cash Converters International Limited 2 Notice of 2020 Annual General Meeting and Explanatory Memorandum How to participate in the 2020 AGM virtually Watch and participate live online Shareholders and proxyholders can watch, vote, make comments and submit questions during the AGM via the online platform in the following ways: 1. entering the following URL in your browser: www.web.lumiagm.com/372765520 2. by using the Lumi AGM app, which can be downloaded from the Apple App or Google Play Stores by searching for ‘Lumi AGM’ Meeting ID: 372‐765‐520 To do this, you will need a computer or mobile/tablet device with internet access. Shareholders: When you log onto the online platform, you will need to provide your details (including SRN/HIN and postcode) to be verified as a shareholder. Your SRN/HIN is commonly found on holding statements or payment advices. If you cannot locate your SRN you can call Computershare on 1300 653 310 (within Australia) or +61 3 9415 4000 (outside Australia) Proxyholders: When you log onto the online platform, you will need your ‘Proxy Number’. Computershare will make every attempt to contact proxyholders but this will only be possible if a phone number or email address for the shareholder or proxyholder has been provided to Computershare. Proxyholders should contact Computershare on +61 3 9415 4024, to confirm their login details. More information about how to use the AGM online platform to participate in the AGM is available in the AGM Online Voting Guide, which will be published on the ASX and the Company’s website. Other options for voting Options for asking questions Shareholders who are unable to join us at the Shareholders may direct questions during the AGM are encouraged to appoint a proxy to Meeting to the Chairman about the operations attend and vote on your behalf. If you direct and management of the Company, or to the your proxy how to vote, your votes will be cast at Company’s external auditor. the Meeting in accordance with your directions. Shareholders are also able to submit written Shareholders can appoint a proxy online at questions to the Company or auditor in advance www.investorvote.com.au or by following the of the AGM. Questions should be submitted by instructions on the proxy form. These must be sending an email to [email protected]. received by no later than 8:00am (WST) on Questions must be submitted no later than Saturday, 21 November 2020 to be valid. 5:00pm (WST) on Monday, 16 November 2020. Even if you plan to attend the virtual AGM, you The Company will endeavour to address as many are still encouraged to submit a directed proxy in of the more frequently raised relevant questions advance of the Meeting so that your votes can as possible during the course of the Meeting. still be counted if for any reason you cannot However, there may not be sufficient time attend (for example, if there is an issue with your available at the Meeting to address all of the internet connection on the day of the Meeting). questions raised. Please note that individual responses will not be sent to shareholders, and that the auditor is not obliged to provide written answers. Cash Converters International Limited 3 Notice of 2020 Annual General Meeting and Explanatory Memorandum Notice of Annual General Meeting Cash Converters International Limited (“the Company”) will hold its virtual 2020 Annual General Meeting (“Meeting” or “AGM”) at 8:00am (WST) on Monday, 23 November 2020 for the purpose of transacting the business set out in this Notice. BUSINESS OF THE MEETING 1. Financial statements and reports To receive and consider the financial statements and the reports of the directors and of the auditor for the year ended 30 June 2020. Note: There is no requirement for Shareholders to approve the financial statements and reports. 2. Resolution 1 ‐ Re‐election of Mr Lachlan Given To consider and, if thought fit, pass the following as an ordinary resolution: “That Mr Lachlan Given, being a Director of the Company and, being eligible, is re‐elected as a Director of the Company.” 3. Resolution 2 ‐ Election of Ms Julie Elliott To consider and, if thought fit, pass the following as an ordinary resolution: “That Ms Julie Elliott, who having been appointed a Director of the Company since the last Annual General Meeting, retires under clause 51.2 of the Company’s Constitution, and being eligible, is elected as a Director of the Company.” 4. Resolution 3 ‐ Election of Mr Robert Hines To consider and, if thought fit, pass the following as an ordinary resolution: “That Mr Robert Hines, who having been appointed a Director of the Company since the last Annual General Meeting, retires under clause 51.2 of the Company’s Constitution, and being eligible, is elected as a Director of the Company.” 5. Resolution 4 ‐ Election of Mr Jason Kulas To consider and, if thought fit, pass the following as an ordinary resolution: “That Mr Jason Kulas, who having been appointed a Director of the Company since the last Annual General Meeting, retires under clause 51.2 of the Company’s Constitution, and being eligible, is elected as a Director of the Company.” 6. Resolution 5 – Non‐binding resolution to adopt remuneration report To consider and, if thought fit, pass the following as an ordinary resolution: “That the remuneration report of the Company for the financial year ended 30 June 2020 be adopted.” Note: The vote on this resolution is advisory only and does not bind the Company or the directors. Cash Converters International Limited 4 Notice of 2020 Annual General Meeting and Explanatory Memorandum Notice of Annual General Meeting Voting Exclusion Statement The Company will disregard any votes cast on Resolution 5: by or on behalf of a member of the Key Management Personnel (“KMP”) named in the Company’s 2020 remuneration report or their Closely Related Parties, regardless of the capacity in which it is cast; as a proxy by a member of the KMP at the date of the Meeting or their Closely Related Parties; unless the vote is cast as proxy for a person entitled to vote on Resolution 5: in accordance with a direction on the Proxy Form; or by the Chairperson of the Meeting pursuant to an express authorisation to exercise the proxy as the Chairman decides even though it is connected directly or indirectly with the remuneration of a member of the KMP. Explanatory Memorandum Shareholders are referred to the attached Explanatory Memorandum forming part of this Notice of Meeting. By order of the Board Brad Edwards Company Secretary 22 October 2020 Cash Converters International Limited 5 Notice of 2020 Annual General Meeting and Explanatory Memorandum Notice of Annual General Meeting TECHNICAL DIFFICULTIES Technical difficulties may arise during the course of the online Meeting. The Chairman has discretion as to whether and how the online Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the Meeting is affected.